452: To Be Or Not To Be
by Senorita-DLH
Summary: AU Season 2 - MaxAlec Max is recaptured at the end of season 1 but she does not escape; instead she is sent to Psy-Ops and then assigned to a new unit. She must decide whether she will continue to be Max or finally become X5-452. (Complete)
1. Six months

**Six Months**  
  
_Thump Thump Thump Thump "X5-599, I've got a heart for you." Thump Thump Thump Thump "Fight them, Maxie. Promise me you'll fight them."  
  
Thump Thump Thump Thump "X5-599, I've got a heart for you." Thump Thump Thump Thump "Fight them, Maxie. Promise me you'll fight them."  
_  
Max wept, her hands over her ears, trying desperately to block out the sounds of the heartbeat on the monitor and the voice in her head.  
  
It had been six months, give or take a month, since she and Zack and their siblings had tried to take down Manticore. Six months since she was shot through the heart; six months since her big brother had given his life for her; six months of hell listening to the same heartbeat and hearing the same voice in her head. It was like some twisted version of Chinese water torture and Max was sure that she would slowly go mad if this kept up.  
  
From behind the glass of the observation window a blonde woman in a crisp blue suit smiled sadistically. "It's time. Transfer her to Psy-Ops and begin reindoctrination." 


	2. PsyOps

**Psy-Ops  
**  
"State your designation."  
  
"My name is Max."  
  
The doctor motioned to a couple of guards standing nearby. Before she could react, Max was grabbed and dragged over to a metal chair in the center of the room. One of the guards struggled to pin her down while another strapped her into the chair. Once she was secured the doctor asked again.  
  
"State your designation."  
  
"Are you deaf or just stupid? I said, my name is Max." The girl sassed.  
  
The doctor shook his head and nodded to one of the guards. Max received a shock from his taser that left her shaking.  
  
"State your designation."  
  
"Go to hell." The stubborn brunette growled.  
  
The doctor looks over at the guard again and motions for him to turn up the voltage. The soldier steps towards the girl and zaps her again. She convulses for a few minutes and a small moan escapes her lips.  
  
The doctor smiles and says quietly "One more chance, 452. State your designation."  
  
A tear escapes her eye and she whispers, "My name is Max."  
  
A door opens and Director Renfro walks in. "So how are we doing?" The doctor shakes his head and reports "We've been at this every day for a month. We've taken it up to 1500 volts and she's still resisting. If we go any higher it could cause brain damage."  
  
The director frowns and taps her foot. "I think maybe its time for a different approach. Get the girl and follow me." The blond woman turned and walked out.  
  
The guards each take an arm and half walk/half drag Max down the hall. Director Renfro stops in front of an iron door marked DARK ROOM.  
  
"How long can she last in here without food or water?" The director asks the doctor.  
  
"No more than 4 or 5 days, but with everything she's been through, I wouldn't recommend going beyond 3."  
  
"Hmmm." The director thinks for a moment then pats Max on the cheek. "I'll see you in a week. Be a good girl, 452."  
  
"Not likely." Max responds defiantly.  
  
Director Renfro chuckles and starts to walk away. She stops after a few feet and calls over her shoulder, "Don't forget to turn on the heartbeat monitor, Doctor."  
  
As the iron door closes, the girl inside begins to scream.  
  
Seven days later a pale and shaking girl is pulled from the dark room and escorted back to Psy-Ops. As they enter the observation room the girl begins to shake harder and her legs give way beneath her. At one end of the room is a large operating table, a young man is strapped down on top of it.  
  
"Zack" the girl sobs.  
  
"He was a brave soldier, your brother Zack." Director Renfro walks up behind Max and places her hands on the girl's shoulders. "He must have loved you very much."  
  
"What have you done to him?" the girl rasps, her voice hoarse and nearly gone from days of screaming.  
  
"He is our ultimate organ donor. His kidney and liver went to soldiers wounded on the field. His bone marrow has been used for a transplant and his heart, as you well know, went to you." The director slowly maneuvers the girl closer to the table.  
  
"He's still alive!" Max gasps as the soldier's one visible eye looks up at her.  
  
"Oh yes, he's very much alive and aware of what's going on around him. We've replaced the harvested organs with synthetics. They are much better quality actually. The technology is amazing. I've already had several offers from companies that want to buy him. Of course, most of them just want the technology so they'll probably dissect him and remove the parts they want to study." Renfro shrugs and walks over to look out the window.  
  
"No please, you can't do that!" The young woman drops to her knees and begins to beg.  
  
Renfro looked over at her with false compassion on her face. "Well, that all depends on you, 452. If you agree to cooperate, I'll consider keeping him around. If not, well then he's really no use to me anymore. Consider his life as sort of sign-on bonus."  
  
Max looked at the woman and anger flashed in her eyes. "You are one sick bitch, you know that?!"  
  
"So I've been told," she answered drily. "You know, 452, it wouldn't be that back to us. We may not be able to make you forget your life on the outside, but we do have ways of making you not care."  
  
Max stood up and walked back over to the table where her big brother lay. He was a monstrosity now, half man, half machine and it hurt Max's heart to look at him. The possibility of losing him again hurt worse though. She leaned down and kissed Zack on the cheek. "I'm sorry, big brother, but I have to do this. I can't lose you again." Turning away she wiped her eyes and nodded to the Director. "I'm ready." 


	3. A new assignment

**A New Assignment  
**  
Several Months Later...  
  
"Come in" the blonde woman said without looking up from her desk.  
  
"X5-452 reporting as ordered, Ma'am" the soldier stood at perfect attention.  
  
Elizabeth Renfro knew who it was. After all she had called for the girl, but it gave her great pleasure to test the young woman standing in front of her. She continued to stare down at the file on her desk for several more minutes.  
  
X5-452 was a true soldier, she never moved. To her credit, she never even blinked. The director was impressed.  
  
"452, you have undergone months of intense psychiatric treatment and reindoctrination. Do you feel like you are ready to rejoin the other units and continue your training?"  
  
"Ma'am, yes, ma'am!" The soldier responded quickly.  
  
"Good! I'm assigning you to Unit 7. Your new C.O. will be X5-494." She motioned to the guard that was standing by the door and he opened it ushering in another soldier. "494 meet 452, your new 2IC."  
  
Both soldiers stared at her in shock. 494 recovered first. "Permission to speak, Ma'am?"  
  
"Permission denied. 452, please wait outside." X5-452 saluted the woman behind the desk and her new CO then turned to go.  
  
Renfro waited until the girl had left the room and the door was closed before she continued. "I know what you are going to say, 494, she is an 09'er but my order stands. 452 will be your new second in command. She has been through Psy-Ops and Reindoctrination and has been cleared for duty. She shows considerable promise as a soldier and as a leader and I am hoping that putting her in this role will encourage that. As her superior officer I expect you to do everything in your power to make sure of it...Any questions?"  
  
"No, Ma'am!" X5-494 replied staring straight ahead.  
  
"Good. Dismissed"  
  
X5-494 saluted and walked out of the room. "Get your things, 452, and follow me." She picked up her duffel bag and they headed silently down the hall. Out of the corner of his eye 494 studied the soldier walking with him. She was definitely good looking. Long dark hair, full lips and a killer body; Manticore had done good work on her. Of course, Manticore had done good work on all of them, but it was her eyes that really got his attention. Big brown eyes with long lashes and an occasional flash of fire which showed she really wasn't quite as meek as she let on. They turned left down another hallway and he stopped in front of one of the rooms. Opening the door, he gestured for her to enter and then turned around and left.  
  
494 had heard a lot of rumors about the 09'ers, mostly from the medical staff. He'd done more than his share of time in Psy-Ops because of them, first when they escaped and then again a year or so ago when his supposed twin had gone on a killing spree. The doctors were afraid the psychotic tendencies might be genetic so they'd hauled his ass back in for observation. Unlike most of the other soldiers though 494 didn't hate the 09'ers and he didn't blame them for running away. Hell, he'd even considered it himself once when an undercover mission went sour. He didn't mind having this one is his unit, but he wasn't sure he liked the idea of having her as his 2IC. "Get settled, 452. Lights out in 10 minutes." He called over his shoulder as he walked away.  
  
452 stood just inside the door and looked around. The room was pretty bare. There was a bed, a dresser, a desk and chair and a door which she supposed led to the bathroom. Closing the door behind her, she set to work unpacking. She finished just as the lights went out. Laying down on the bed still fully clothed, her shoulders began to shake, and she cried softly into her pillow. X5-452 may be a true soldier on the outside, but inside Max was not. She was still the same girl that escaped in '09 and spent the next decade searching for her lost family. Still the same girl who was so excited to finally find some of them only to lose them again one by one, ending with the big brother who sacrificed himself for her.  
  
_Thump Thump Thump Thump "X5-599, I've got a heart for you." Thump Thump Thump Thump "Fight them, Maxie. Promise me you'll fight them."  
_  
"I promise" she whispered as she fell asleep. 


	4. A new unit

**A New Unit  
**  
Max woke up the next morning to the sound of someone knocking on her door. She recognized the voice of her new CO "Breakfast, 452. I'll take you down and introduce you to the rest of the unit. You've got 5 minutes to get ready." Max grabbed a uniform out of her dresser and headed for the bathroom. 4 ½ minutes later showered and dressed with her hair pulled up in a ponytail, X5-452 opened the door and stepped out into the hallway, ready to face the world and her new unit.  
  
As they neared the mess hall, 494 slowed his pace and 452 did the same. Something was bothering her; she knew when she met him that he seemed very familiar, but she couldn't figure out why at the time. When he'd walked her to her new quarters last night he had walked slightly in front of her so this was the first time she'd really had a chance to study her new CO. She gasped when the recognition hit, _"Ben"_. 494 stopped dead in his tracks just outside the mess hall door.  
  
His eyes were cold as he turned towards her, "I am assuming you are referring to the psychopath who escaped with you in '09. 493 was my twin and he has made my life a living hell twice. However, I won't hold that against you personally. Let me give you some advice, 452. Everyone already knows that you are an 09'er. Our whole lives we were taught that ya'll were traitors and not to be trusted. If you want to make it in this unit, especially if you want to make it as 2IC, I suggest go out of your way to prove the trainers wrong. Are we clear?"  
  
"Sir, yes, sir" 452 responded with a salute.  
  
"Good. Now let's go eat. I'm starved." 494 turned and headed into the mess hall. After taking a few deep breaths to calm her nerves 452 followed.  
  
The noise in the mess hall was no louder than usual but after months in the quiet of a Psy-Ops Solitary Confinement cell, it was deafening to 452. 494 picked up two full trays and handed one to 452 before heading over to the noisiest table in the room.  
  
_That must be Unit 7_. 452 hung back a moment to observe her new team. Unit 7 consisted of 3 males and 4 females plus 494 and herself. She was pleased to see that one of the females was none other than her sister, Brin. _No, not Brin. She's X5-734 now. And I'm not Max anymore either, I'm just 452._ Taking another deep breath and holding her head high she walked over to join her new unit.  
  
494 motioned for her to sit her tray down next to him. He then stood up and called his team to attention. "Listen up, guys. This is X5-452. She's been assigned to our unit. She's also been assigned to the position of 2IC by direct order of Director Renfro. I expect all of you to show her the same respect you show me. Understood?"  
  
The team nodded, then waited for their CO to continue.  
  
"452, allow me to introduce your new team. When I call your designation, please stand and explain your role within the unit." 494 motioned to his left.  
  
"X5-510" 510 was a good looking young man with dark brown hair and dark eyes. He had a soldier's build, lean but with nice muscles. Like 494, he exuded confidence.  
  
"510, excelled in Special Operations...and seduction." 510 winked at 452 and she rolled her eyes making everyone at the table laugh. 494's opinion of her increased ten fold, maybe she would be able to hold her own after all.  
  
"X5-323" 323 had long blonde hair and blue eyes. She kind of reminded 452 of her sister, Syl.  
  
"323, specializing in Surveillance and Military Iintelligence."  
  
"X5-119" 119 was short, for a guy, only about 5'3". He had curly brown hair and glasses and he had a nice smile. 452 smiled back at him and he blushed a little.  
  
"119, Computer Tech" He sat down quickly.  
  
"X5-412" 412's appearance did not fit her personality at all. She had shoulder length wavy red hair and stunning green eyes. She was beautiful and you would have expected her to be very outgoing and fiergy but instead she was mild mannered and quiet with a bit of a stutter when she was nervous. Max liked her immediately.  
  
"412, F-F-Field Medic, Ma'am."  
  
"X5-275" 275 was a little on the stocky side, kind of tomboyish. She had short spikey brown hair and hazel eyes. She looked at 452 as if trying to decide whether 452 was going to be a threat to the team. 452 knew she'd have to be careful not to let her guard down around this girl.  
  
"275, specializing in Strategy and Statistics."  
  
_Oh, a strategist. That explains the look_, 452 thought.  
  
"X5-411" 411 and 412 may have had adjoining test tubes but the similarities ended there. Whereas she was quiet and shy, he was loud & boisterous. He had sandy brown hair and big blue eyes that twinkled when he smiled. His bangs had a tendency to fall down over his forehead forcing him to brush them out of his eyes constantly.  
  
"411, Explosives and general mayhem," he grinned at 452.  
  
"411 is our resident court jester. Watch out for him, 452. Everything's a joke to him and he likes to make life interesting. Last but not least, X5- 734, whom you already know."  
  
734, her sister Brin. Being of Asian descent, 734 had long black hair and pale skin. As a child Brin had always been on of the guys, excelling in sports and physical activities. She may have grown into a woman now, but she was still all soldier and apparently she'd learned how to hold a grudge.  
  
"734, Special Operations and Martial Arts." She stared at Max and said coolly. "Welcome home, Baby Sister."  
  
The words may have sounded gracious but there was a definite challenge in them. The last time they met, Brin tried to prevent Max from blowing up the Genetics Lab. There was obviously still bad blood between them at least on the part of 734. The rest of the team held their breath and waited to see how 452 would react.  
  
A challenge had been issued and whether she liked it or not 452 knew she had to respond or risk losing face in front of the rest of the team. She stood up with her head held high and stared her sister down. "Thanks for the warm welcome, 734. It's good to be home." 452 softened her tone a little and continued "You know I'm probably a little behind on some my training, perhaps you could do a little sparring with me later, show me a few new moves."  
  
734 lowered her eyes and nodded, sitting back down. She knew what had just happened; even without being at Manticore all this time 452 could still kick her ass. She'd proven it the last time they met, but Max had given her sister an opportunity to save face in front of the unit while still enforcing her superior rank and letting everyone else know that she fully intended to be in charge.  
  
494's opinion of the 09'er was going up by the minute. He could see now why Renfro put her in this position. 452 was a born leader.  
  
A bell sounded announcing the end of breakfast. As the rest of the X5's filed out of the mess hall X5-494 gave his team their orders for the day. "We'll be training in Yard A for most of the morning, people. After that you're on your own, work on your personal strengths and weaknesses for the remainder of the day. 452, you'll follow me. Let's go, everyone!"  
  
The team stood as one and made their way towards the training yard. 


	5. Training

**Training**  
  
When Unit 7 reached the training yard 452 was surprised to discover that it would not be just her unit doing drills that morning but rather all of the X5 units together. They spent the better part of an hour doing kicks, punches, takedowns and any possible combination of the three. By the time the trainers were done they all had sweat pouring off of them.  
  
Just when 452 thought she couldn't possibly do one more maneuver the trainers called them back into formation. "Ok, Commanding Officers separate into your units and commence sparring. Keep going until we tell you to stop."  
  
494 led his team to an empty area of the yard. The unit members made a circle with their CO in the center. "452, 734, since the two of you seem to have some unfinished business you're up first." The girls stepped into the ring and faced off while 494 stepped to the edge of the ring. The two began to circle each other, neither one ready to make the first move.  
  
"Come on, 734. Let's see what you've got." 452 taunted.  
  
734 threw an punch but 452 stepped to the side and landed a solid back hand strike on the side of her opponent's head. 734 recovered quickly catching 452 in the stomach with a spinning back kick. 452 bent over, the wind knocked out of her momentarily. She came back up with a combination punch to 734's solar plexus and an uppercut to her chin. 734 lost her balance and knocked to the ground. She shook her head quickly to clear her vision and jumped back up. The two girls continued to trade blows for several minutes more, neither getting the upper hand. 494 began to suspect that 452 was holding back. She obviously did not want to embarrass her sister in front of the team any more than necessary. 734 however, had no such qualms. She tried to swep 452's feet out from under her but 452 jumped up and did a flip in the air landing just behind 734. Fed up with playing nice, 452 wrapped her arms arund the girl's neck and applied just enough pressure to cut off her air supply. 734's face began to turn red and she struggled to breathe. 452 let go and stepped away bowing to her CO to show she considered the match to be over.  
  
The members of Unit 7 were in shock. 734 was the best martial artist in the facility, but the 09'er took her down in under five minutes. 494 began to clap, slowly joined by the other team members. 452 turned to her sister and offered her a hand up. Once 734 was on her feet they shook hands and returned to their places in the circle.  
  
"Good job, 452. You too, 734. Looks like you both have a few new moves to teach the rest of us." The two girls grinned, pleased by the praise from their CO.  
  
For the next half hour or so the team took turns in the center of the ring, then the trainers called them back to formation. "Enough training for today everyone. Ten laps around the facility perimeter then hit the showers." A few of the soldiers groaned, but everyone took off running. They knew the last few in would get cold showers; there just wasn't enough hot water to go around.  
  
494 and 452 set off at a more leisurely pace. They didn't mind cold showers. They took the first few laps in silence then 494 spoke up. "You handled 734's challenge really well. I was impressed." 452 didn't respond. After a few more laps 494 tried again. "You know, Director Renfro said you'd make a good leader. That's why she made you my 2IC. I was a little skeptical at first, but hey, maybe the bitch was right." 452 couldn't help smiling a little at that and 494 decided to press his luck. "That's assuming, of course, that you can keep up with me." With that remark he dashed off to join the others.  
  
Never one to resist a challenge, 452 grinned and sped up. When she past him and the others she was nothing but a blur. She waited for him at the finish line with a cocky look on her face. "Looks like you're the one that needs to keep up, Sir!" She turned and sauntered off towards the showers. It was 494's turn to smile; he never backed down from a challenge either.  
  
And so it went for the next couple of weeks. 494 would challenge 452 and 452 would challenge 494. Sometimes one would win and sometimes the other. The rest of Unit 7 found it very amusing. Their respect for 452 grew with each challenge and eventually they came to accept her as 494's Second in Command. That didn't mean they trusted her though, not yet. Trust would come later... 


	6. Breeding Partners

**Breeding Partners  
**  
452's life in Manticore had become fairly routine. She woke up every morning and had breakfast with her unit, after breakfast they met the other X5s in the training yard for sparring and maneuvers, then everyone split up and went to their various skills training classes. 452 had missed out on almost ten years of training so she had a lot of catching up to do. Instead of spending several hours focusing on one specialty like martial arts, explosive, special ops or field med, she took classes in everything. It was a lot of work and didn't leave much free time, but fortunately she was a quick study. In the few weeks she'd been with her unit she had practically caught up. Of course the fact that she didn't need much sleep helped too. While everyone else slept or enjoyed their few leisure hours each day, 452 worked out in the gym or studied in the library. To the perception of everyone else she was relentless in her pursuit of self- perfection. Late at night though when she thought no one would look for her, she'd take a few minutes break and slip away to visit Zack.  
  
After one such visit 452 returned to her cell to find her Commanding Officer waiting for her. "Well, well, well, 452. Did you forget we had a date?"  
  
452 stared at him with a blank expression on her face. _A date?_ She had no idea what he was talking about.  
  
494 walked slowly towards her, stripping off his shirt and undoing the button on his pants as he approached. "We may have all night, 452, but personally I'd rather get this over with as quickly as possible. Wouldn't you?" With that he dropped his pants on the ground and stood in front of her clad only in a pair of boxers, arms crossed in front of him.  
  
452's eyes grew wide at his state of undress and she acted on impulse kicking out her foot and catching him square in the groin. "What the hell do you think you're doing?" she screeched.  
  
494 never saw it coming. All he knew was that he suddenly found himself lying on the floor curled up in pain. "Damn it, 452! This wasn't exactly my idea of a cushy assignment either" he cried out.  
  
452 just stood there staring at him. 494 looked up at her and saw the confusion on her face. It dawned on him then what must have had happened. Standing up carefully, he moved over to the bed and sat down. "No one told you, did they?"  
  
"Told me what? That you're a pervert?" 452 snapped.  
  
494 sighed and tried to find a more comfortable position. "We've been paired up as breeding partners. I received the order today. I assumed you had too. I'm supposed to come in here every night and have sex with you until you get pregnant."  
  
452's mouth dropped open even farther and she began to sputter. "Breeding partners? That's sick! There's no way in hell I'm going to breed, much less with you." 494 was beginning to get angry now. "This is your own fault you know. Ever since you blew up the genetics lab they've turned us into fucking rabbits, pardon the pun. If you'd left well enough alone they'd still be whipping up embryos and inserting them into surrogates."  
  
452 ducked her head a little at his outburst. "I'm sorry. I didn't know. We thought we were doing the right thing at the time." She thought back to that night and the events leading up to it and she felt like crying.  
  
494 saw the tears beginning to well up in her eyes and he tried to lighten the mood a little. "Yeah well, it's not the first time a woman has gone to extremes to try to get me into bed." He grinned at 452.  
  
Much to her annoyance, 452 found herself starting to grin back. "Dick."  
  
"Well it was, before you damaged it." The tone of 494's voice was joking, but the pained expression on his face told 452 that she'd physically hurt him.  
  
"Sorry about that" she said sitting down next to him. "You kinda' caught me by surprise."  
  
"Yeah, I think we've established that," 494 said quietly. "Question is, what do we do now?"  
  
452 looked over at him thoughtfully "You mean, you're not going to turn me in to Director Renfro or try to force me?"  
  
494 look shocked at her suggestion "I may be a soldier, 452, but I'm not a monster. I would never try to force a lady."  
  
"Thank you."  
  
"You're welcome, but again I ask 'So what do we do now?' The guards will be patrolling the halls, if it's too quiet they'll know something's up." 494 waited for her response.  
  
The soldiers could hear the guards beginning their rounds. As the footsteps came closer 452 got an evil look in her eyes; 494 didn't know what she was planning but he grabbed a pillow off the bed to protect himself just in case. All of a sudden 452 began to bounce up and down on her cot, making it squeak horribly. 494 covered his face with the pillow to smother the laughter, but when she began to moan and groan provocatively he quickly dropped the pillow back into his lap. Once the guard had moved on and 452 had quieted down he asked her "What on earth was that?"  
  
She shrugged, "I faked it!" 494 groaned; it was going to be a long night...  
  
The next morning before training, Director Renfro stopped 494 and 452 to ask about the previous night's activities. 494 stared straight ahead and reported "Successful copulation between myself and X5-452. Twice." Out of the corner of his eye he saw 452 struggling to keep a straight face. She was going to make him pay for that later, he just knew it.  
  
Every night from then on 494 showed up at 452's cell and every night 452 put on a great auditory show for the guards. In between acts, 452 and 494 would talk. Sometimes they talked about Manticore and the day they had had. Sometimes they talked about missions their unit was sent on. Sometimes they talked about life on the outside (what kinds of food they liked, what movies they had seen, etc.), but they never, ever talked about their personal lives. 


	7. Happy Anniversary

A/N: It has occured to me that I probably should have changed the rating of the last chapter to PG because of the language. Sorry about that; I'll try to remember next time. This chapter is rated G, but I suggest you have a box of tissues handy. I did, and I wrote it!

A/N #2: Thank you to Chaosti, SmilinStar, arwen-amy, aleclovemax, Fayth3, nelita, and TikigirlK16 for all the great reviews. I'm so glad you are enjoying the story! I'll try to have another chapter up later today or perhaps first thing tomorrow.

A/N #3: Last note, I promise, then on with the story...After working on this story, I decided to pull my other fanfic _494: A Real Good Man_ and do a little editing on it. I have finished the first chapter and it has been reposted. If you haven't read it yet, feel free to check it out. It's set Post Season 2 after the events of Freak Nation.

OK, Now back to the story...

****

* * *

****

**Happy Anniversary  
**  
It had been one year to the day, since she and Zack and their siblings had tried to take down Manticore. One year since she was shot through the heart; one year since her big brother had given his life for her; one year since Max died and 452 was reborn.  
  
452 was walking through the woods along the outskirts of the Manticore facility. She hadn't been able to concentrate on her studies today so she'd decided to take the afternoon off and go for a walk. Without realizing it she found herself standing in the exact spot where she had fallen one year ago.  
  
452 closed her eyes and thought back to that night. _Everything had gone so smoothly. We'd made it in to the facility, blown up the lab and were headed back to the rendezvous point. Everything was good until that girl appeared, the X8 who had my face. There was the sound of a gunshot; I didn't even realize what had happened until I heard Logan calling my name, Logan begging me not to leave him, Logan crying. I never even got the chance to tell him how I felt.  
_  
452 opened her eyes, even after a year her memory seemed so vivid. The look on Logan's face haunted her mind. 452 turned to leave, but stopped when she heard the crackle of paper under her foot. Looking down she saw a half soaked envelope with a name on it, **_Max_**. 452's knees buckled and she crumpled to the ground. She knew she should leave the envelope where it was and go back inside, it was starting to get dark and 494 would be looking for her soon. Her mind was telling her _Don't do it! Max is dead!,_ but her body just wouldn't listen. Against her will she reached out and picked up the envelope. It fell apart in her hands and a single sheet of paper fluttered down to land in her lap.  
  
It was a letter from Logan...  
  
**Max,  
  
I don't know why I'm writing this letter. I know you'll never receive  
it; you're gone. I keep thinking back to that night and my  
mind tells me that you aren't coming back, that I watched you die, that I  
held you in my arms as it happened. My heart refuses to believe it  
though; I keep replaying the events over and over again hoping maybe I  
missed something, maybe I was wrong, that you didn't die, that you  
were just unconscious, that you survived somehow. Of course, that  
thought is even worse because that would mean that I just left you  
there. Abandoned you.  
  
I guess that's the real reason I'm writing this letter. I wanted to  
say "I'm sorry". I'm sorry for leaving you, Max! I promised I'd  
always have your back but I lied. I'm sorry for lying to you! I told  
you we had all the time in the world to be together, but I was wrong.  
I'm sorry for being wrong!  
  
Most of all though I'm sorry for not telling you "I loved you" sooner.  
  
I LOVE YOU, MAX! I LOVE YOU! I LOVE YOU! I LOVE YOU! I LOVE YOU!  
  
I will always love you!  
  
Forever yours,  
Logan**


	8. Medical Emergency

A/N: I just realized that all of the formatting on this story got messed up when I tried to post it so I had to go back and fix all of the previous chapters. Hopefully the story will be a little easier to read when you can see which lines are spoken, which are thoughts and what is just background info. Sorry for the confusion, everyone.

A/N #2: This chapter, the previous one, and the one to follow are probably going to be a little short, but that allows me to post faster.

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**Medical Emergency**  
  
452 was laying on the cold, hard ground shaking when 494 found her. She never showed up for their "date" so he'd waited for a while and then became worried. He looked for her in all her usual spots, and when he couldn't find her he began to search outside. The woods were the last place he had thought to look, but here she was. Her clothes were dirty and from the tear tracks running down her face it was obvious she'd been crying. 494 thought she had just fallen asleep and was shivering from the coolness in the air, so he gently picked her up and carried her back to her room.  
  
As he laid her down on the bed a crumpled piece of paper fell from her hand and landed on the floor next to his foot. He was about to pick it up when he was distracted; 452's shaking began to get stronger. _Oh shit, she's seizing!_ Without another thought he turned and sprinted down the hall to 412's cell. He was in too much of a hurry to bother knocking so he just barged in, hauled her out of bed, grabbed her emergency medical kit and began pulling her down the hall towards 452's room.  
  
"Sir, what's going on?" 412 asked in confusion. One minute she had been sound asleep and the next she was halfway down the hall trying desperately not to trip and fall in her CO's hurry to get somewhere.  
  
"Help her" 494 growled, literally throwing her towards 452's bed. He didn't mean to sound so gruff, but 494 was scared and he wasn't sure why.  
  
"Oh!" 452 exclaimed when she finally realized what was going on. It was nothing out of the ordinary for an X5 to have a seizure; they all suffered from a minor serotonin imbalance – one of the side effects of trying to mix so many DNA strands together. It was rare though for them to be this strong though. 452 was shaking so hard now that the bed was banging against the wall and she'd knocked the lamp off her bedside table as she flailed around. 412 knew she had to get the girl sedated before she could do any more damage to herself or the room. "Sir! A little help here, please" she said looking over at her CO.  
  
494 crawled up onto the bed behind the shaking girl. He pulled 452 into a sitting position with her back against his chest and wrapped both his arms and legs around her in an attempt to keep her still. Once he had her somewhat immobile 412 administered the shot she had prepared. "This is a liquid form of Tryptophan that Manticore created for it's soldiers to use when they are out in the field. It usually helps diminish the seizures, but with as bad as 452 is, there are no guarantees. We're just going to have to wait and see, Sir." 494 nodded at the medic, but he continued to hold 452 for another hour or so until the shaking had stopped completely.  
  
"I need to check her vital signs, Sir." 412 said quietly. 494 nodded and reluctantly relinquished his hold on his 2IC. He laid her back down very carefully and then walked across the room to wait for 412 to finish. Without even realizing it, he began to pace back and forth. 494 couldn't figure out why he was so upset; he'd seen other X5s seize before. Heck, it'd even happened to him once or twice, but this was different. Watching 452 lying there shaking out of control and then sitting there holding her not knowing if they were going to get it stopped in time, had driven him nearly mad with worry. "She's going to be ok, Sir." 412 said, touching 494's arm to get his attention. "She's starting to come around. I can stay with her for a while longer, if you'd like."  
  
494 looked down at the medic then grinned, "That's ok, 412. I'll stay. You go back to bed now. If you stay here much longer looking like that, there's going to be rumors flying about you and 452."  
  
412 looked down and blushed. The CO had pulled her out of bed and into 452's room so fast she hadn't had time to dress, she'd been standing around for the last hour clad only in a sports bra and panties. With as much dignity as she could muster, 412 picked up her med kit and calmly walked out the door. Once in the hall though, she made a mad dash for her room. 


	9. Max Resurrected

A/N: I had to make a small change to this chapter. I left a very important line out when I posted it yesterday and it was bugging me all night. Sorry everyone!

A/N #2: It will be at least a few days before I post any more chapters of this story. The next few are going to be essential to the plot and I want to get them just right. Please be patient. In the meantime, feel free to check out my other M/A fic _494: A Real Good Man_. I'll have another 4 or 5 chapters of that up later today.

A/N #3: SmilinStar, thanks for the new review. Glad you liked the letter. I'm not a huge Logan fan, but that always seemed like something he would do.

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**Max Resurrected**  
  
Across the room 452 moaned and in an instant 494 was by her side again. Her eyes fluttered open. "Hey, you. Welcome back!" he said smiling down at her.  
  
452 returned his smile weakly and she struggled to sit up. "What – what happened? How did I get here?"  
  
494 reached over and helped prop a pillow up behind her. "You had a massive seizure, 452. I found you lying unconscious in the woods and carried you back here. 412 gave you a shot of Tryptophan to stop the seizures but we thought we were going to lose you for a few minutes. Care to tell me what you were doing out there in the middle of the night?"  
  
"I just went for a walk and then..." her voice trailed off and she suddenly sat straight up, a panicked expression on her face. "Oh my God, the letter, where's my letter?" She looked around frantically.  
  
494 leaned down and retrieved the crumpled paper from the floor where it had fallen. "You mean this? You had it in your hand when I brought you back." He carefully smoothed it out and handed it back to her.  
  
452 snatched it away from him. "Did you read it?" she asked looking at him suspiciously.  
  
"Nope, didn't get a chance too." He grinned unapologetically, hoping she'd reveal the contents of the letter. When she didn't volunteer anything he tried prompting her. "452?"  
  
"Max" she whispered. "My name is Max, not 452. I'd almost forgotten who I really was."  
  
494 accepted this without question. He had heard rumors that the 09ers had chosen real names; it made sense considering how long they had been living on the outside. To be honest he thought the name Max suited her much better than 452 anyway. "So Max...Whose the letter from?" He was trying not to appear too eager, but the curiosity was killing him. _Hmmm...Curiosity killed the cat...Appropriate_ he thought with a chuckle.  
  
Max sighed and handed him the letter. 494 read and reread it. It was touching, really, he could see why 452 had been crying earlier. He handed the letter back to her and casually tried to wipe his own eyes. "Is this what caused your seizure earlier?"  
  
Max nodded and tears began to roll down her face again. 494 couldn't bear to see a woman cry, so he did the first thing he could think of; he reached over and pulled her into his lap. Max threw her arms around him and sobbed into his neck. 494 held her tight and just let her cry, gently stroking her hair. When her sobs quieted to sniffles he asked gently, "Do you want to talk about it?"  
  
Max nodded slowly and began to speak. She told him about how she and Logan had met, how she broke into his apartment and how he in turn broke into hers; how he figured out who and what she was; how he helped her locate some of her siblings; how they danced around their feelings for each other for so long; how they finally got together and then everything that happened immediately after. She told him about everything, everything except the fact that Logan was Eyes Only, of course. It wasn't that she didn't trust 494; on the contrary, she trusted him with her life. They had become very good friends in the last few months, but that was a secret she couldn't/wouldn't reveal to anyone, not even him.  
  
494 didn't say a word the whole time. He understood that she just needed someone to listen to her and he was surprised to realize that he was happy to be that someone. Besides, if he had said anything she might have realized that she was still sitting in his lap and then she would have moved and 494 wasn't ready to let her go yet.  
  
Max eventually dozed off in 494's arms. He continued to hold her until the breakfast bell sounded then he gently eased her back into her bed and pulled the covers up over her. As he was tiptoeing towards the door, he heard her say sleepily "Thank you, Alec."  
  
494 paused and looked back at her in awe. She had named him. Alec _- short for Smart Alec, no doubt._ He grinned at the thought. _Could be worse... At least she didn't name me Dick.  
_  
Still grinning, Alec turned and made his way towards the mess hall, pulling the door shut behind him.


	10. An X5 By Any Other Name

A/N: Finally an update. Sorry about the delay everyone, between work, two kids, and car trouble I've been swamped. I'll try to post another chapter really soon to make up for it. Enjoy!

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**An X5 By Any Other Name**

Alec was whistling as he made his way into the mess hall. He picked up an empty tray and piled it high with bowls of cereal, fruit, toast, scrambled eggs and bacon, coffee, juice, and milk.. His teammates stared at him as he made his way towards their table.

"Man, 494, I knew you had a healthy appetite but this is ridiculous" 411 said as he watched his CO begin to scarf down the food.

"You know, you've got to burn a lot of energy to work of that much food." 275 observed.

"Lots of energy, huh? Hey 494, weren't you and 452 paired off again last night?" 510 wiggled his eyebrows suggestively and grinned from ear to ear.

"You're such a pig, 510" 323 reached over and slapped him upside the head.

"Speaking of 452, where is our illustrious 2IC this morning? You two, usually come to breakfast together." 734 looked around for their Second in Command.

"412 is missing too, Sir." 119 added, trying hard not to blush. He'd heard a commotion in the hallway the night before and stuck his head out just as 412 went flying back to her room.

"412 is sleeping. She'll catch up with us later today. Max had a bad seizure last night so we were all up pretty late." Alec yawned, not realizing that he had just referred to 452 by her real name. Everyone else did though.

"Who's Max?" they all asked, almost in unison. Alec looked up with a panicked expression on his face.

"Max is 452 or rather 452 is Max, take your pick" Six heads whipped around to stare at 734. "We had names, us 09ers, not just designations."

"So you had names, big deal, we've all been out on solo missions before. We had names then too." 275 interrupted.

"Shut up, 275, let her finish" 323 snapped.

"Yeah, but these were OUR names. Names we picked for ourselves, names that represented who we thought we were. Not just another temporary designation assigned to us by Manticore." 734 paused "452 is Max. Mine was Brin. Is Brin" She said with more conviction. She took a deep breath and looked around at her teammates. She'd just revealed something she'd kept secret ever since her capture and she wasn't quite sure how they'd take it.

The team was quiet for a moment, but the silence was broken by the voice of their CO saying "And I'm Alec." Again six heads whipped around. 494 held his head up proudly despite the sudden onslaught of stares. "Max named me last night"

Brin rose and walked towards Alec with her hand outstretched. "Nice to meet you, Alec." she said with a smile. Alec smiled back and shook her hand "Nice to meet you too, Brin."

There was a few seconds of awkward silence as Brin and Alec stared at each other mutually accepting the other's introduction. It was quickly broken though by 510 who drawled "Awwwww, how sweet! I think I'm gonna cry." This time everyone on the team reached out and smacked 510, but he grinned in spite of the abuse. It broke the tension and that's what he had intended so all was good.

Alec picked up his tray which was still half full and said "I'm gonna go check on Max. She's probably getting pretty hungry by now."

Unit 7 waved goodbye and resumed eating. Alec shrugged, then turned to go. "Sir!" Brin called out. Alec paused and turned around again. "Tell Maxie, we'll be by to see her later." He nodded and headed out the door.

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Alec knocked on the door of Max's cell, when he didn't get a response he just walked on in. Max wasn't in bed anymore but Alec heard the water running in the shower. Trying desperately to push back the mental picture of a wet, naked Max he called loudly, "Breakfast, Max!"

"I'll be right out" she hollered back, shutting off the shower and quickly toweling off. Oncse she was fully dressed and had her hair brushed back she stepped out of the bathroom. "Yum! Breakfast. I was getting so hungry. Thanks, 494."

Alec grinned as he watched her shoveling food into her mouth at an amazing rate. "494? What happed to Alec?" he teased.

Max nearly choked on her food and Alec had to slap her on the back a few times. She hadn't realized he'd heard her call him by name. When she finished eating Alec took the tray from her and set it on her desk then came back and sat down on the bed facing her.

"So tell me, Max. Why Alec?" he queried.

"It's short for Smart Alec" she replied saucily.

"Ha! I knew it!" he crowed.

Max sobered a little and shyly continued "Listen about the name, Alec is just what I called you when no one else was around. If you don't like it, or if you want to choose something else..."

Alec covered her mouth with his hand and said quietly, "Max, you named me. No one else has ever done that before and it means a lot to me. Understand?"

She nodded and a strand of hair fell across her face. Aled moved his hand to brush it away. _God, she is so beautiful_, he thought stunned. On impulse he leanded down and covered her lips with his own. Max stiffened for a moment then relaxd into the kiss bring her hands up to cup fhis face. Neither knew how long they'd been kissing ut they wer abruptly pulled back to reality by the sound of someone clearing their throat, loudly. Max and Alec jumped apart and turned towards the door to find the majority of their unit leaning against the wall and door frame grinning at them both.

"Hey, Max, how ya' feeling?" 323 asked cheerfully. Max jumped a little at the familiarity 323 showed and she turned to Alec for an explaination..

"Sorry, it's slipped" he said shrugging apologetically. Max glared at him for a moment.

"Don't worry, baby sister, you're secret is safe with us" Brin said.

"Yeah, we were thinking that we should have names too." 510 said and everyone nodded in agreement.

"Ok, what id you have in mind?" Alec asked turning towards 323.

"Well..." 323 thought for a moment then said, "On one of my first solo missions I worked as a librarian. Whoever made up my background thought it would be funny to call me Paige because of the play on words. I know Manticore chose it, but I've always liked it anyway. Do you think it'd be ok to call myself Paige?" she looked to Max for approval.

"It's your name. You can choose whatever you like." Max said with a smile. She turned to 510, "What about you, any ideas?"

"I was thinking maybe Bond. You know as in Bond, James Bond, the ultimate super spy with a license to kill" He said all this in a horrible imitation of a British accent.

"Ooooh, somebody's got a big head. 275 said goodnaturedly.

"Babe, I've got a big everything, and you should know." 510 smirked as 275's face turned red. They'd been paired up as breeding partners. "Guess, if ya'll really object to Bond, I could always settle for Biggs" he added as an afterthought.

Alec nodded "That's more like it. Your turn, 275."

275 thought about it then shrugged. "Can't think of anything."

"We could always name you Dren." Biggs suggested. At her look of confusion he continued. "It's NERD spelled backwards." He smiled broadly.

"Dren" 275 repeated the name a few times, testing it out. "Yeah, that'll do."

"Hey guys, what's going on?" 412 entered 452's room and was surprised to find the rest of her unit gathered there.

"We all came by to check on Max" 411 states, stepping aside to give 412 a place to stand.

"Ok...who's Max?" 412 echoed the group's previous question.

"I am" she said. "That's my name."

"We're all picking names too." 411 informed 412, filling her in on what she'd missed so far. "494 is Alec, 734 is Brin, 510 is Biggs, 323 is Paige, 275 is Dren, and I'm Jes – short for court jester" Jes grinned at their CO and Max remembered that this was how Alec first introduced her to X5-411.

"Oh cool, what's my name?" 412 asked.

"That's really up to you to choose or you could let someone else pick it if you want, although I don't suggest letting Biggs or Jes do the choosing." 323 added that last part in a loud whisper, fully intending the two boys to overhear. Biggs and Jes both stuck their tongues out at her and she giggled.

"I-I-I wouldn't have any idea what to choose." 412 stammered.

Max smiled gently at the medic, noting her discomfort. "We didn't meant to put you on the spot like that. You don't have to make a decision right now. I've been calling you Meeks because you're always so quiet and mild mannered, but you can take some time and think about it, choose your own name later if you want."

"Actually, I kind of like Meeks." The Medic smiled shyly.

"Meeks it is then." 494 looked around at his unit. It's amazing how quickly they had come to accept and respect Max's opinion. The voice of 119 addressing Max pulled him back to the present.

"Ummm, Max?" 119 began hesitantly. "Do you think maybe you could choose a name for me too?" 119 stared at the floor and shuffled his feet.

"I'd be honored." Max said sincerely. She cocked her head to the side and stared at him thoughtfully. After a minute or two, a sad smile made its way across her face. "Cale" she said quietly "Because you remind me so much of a friend of mine back home. He's a computer whiz too."

119 nodded but didn't say anything else. Neither did Alec although he recognized the significance of the name. He had Max had spent a lot of time talking about her relationship, or lack thereof, with Logan Cale.

Out of the corner of his eye, Alec noticed that Max was trying hard to stifle a yawn and he saw her eyes begin to droop. "Ok everyone. Visiting hours are over. I think Max still needs some rest so let's get out of here. It's time for class anyway. You can stop by again later if you want."

The group said their goodbyes and filed out the door. Alec waited till the last one was gone then turned back to Max. He wanted to talk about what had happened earlier, but Max was already fast asleep. Alec watched her sleep then leaned down and placed a gentle kiss on her forehead. "Sleep tight, Maxie!"


	11. In the heat of the Night

A/N: Sorry it has taken me so long to get this posted. I've had it written for forever, but I haven't been able to type it. Work has kept me swamped and my computer at home is fried at the moment. I have two more chapters finished too so I'll try really hard to find time to get them typed.

A/N #2: I'm not above begging. The more reviews I get the more motivated I am to get this stuff posted. =) Enjoy!****

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**In the heat of the night**

It had been over a month since the incident in Max's cell and Alec was beginning to lose hope that there would ever be a repeat. No matter how hard he tried to orchestrate it, the right time just kept eluding them. All he ever seemed to manage was a shy smile here and there or a flirtatious touch when they brushed up against each other in the hall. They were still paired up as breeding partners and Alec dutifully made his appearance in her cell each night, but there seemed to be an unspoken agreement between them that nothing would happen during the at time period. It was their own little act of defiance against the powers that be of Manticore.

The doctors had begun to get a little suspicious when Max consistently failed her pregnancy tests. She told them about her seizure though and after a number of tests and examinations they agreed that was a plausible explanation. They gave her a supply of tryptophan and sent her on her way with the encouragement to "Keep up the good work!" Alec got quite a kick out of that, when she told him.

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Max was in the gym working out some of her pent up energy. She'd been edgy all day and she was taking her frustrations out on some of the punching bags when Alec found her. He stood quietly just inside the door watching her for several minutes. Max moved around the mat punching and kicking the bags with all her might, spinning and jumping and doing back flips back and forth between them. It was at times like these when her cat DNA was most evident. She attacked the bags with feline grace and an almost predatory instinct. Alec wasn't sure what had her so worked up, but he was definitely enjoying the show.

Max paused for a moment and stripped off her shirt leaving her clad in only a sports bra and her camouflage pants. She didn't usually sweat all that much but right now she was burning up. Alec watched as a drop of sweat ran down her stomach and into the waistband of her pants. He sucked in a deep breath as his eyes followed the rivulet down and his mind went into overload.

"See something you like?" Max purred in his ear.

Alec jumped, he had been so caught up in his wicked thoughts that he hadn't seen her blur over to his side. He took another deep breath trying to regain control of his thoughts, _Max's proximity isn't helping_, when he was assaulted by the scent of her pheromones. Alec's eyes snapped open, wide. _Max is in heat!_

Alec began to back away quickly. His own feline DNA was at war with his mind. He wanted Max, Wanted her badly and not just because of the heat; he'd always wanted her. _But not like this_, his mind screamed. Alec continued to move back until he bumped into the gym wall.

When his back came in contact with the wall, Max jumped him. Literally. Wrapping her legs around his waist, Max slammed her mouth down on his. Alec gave in to his passion for a moment, spinning them both around until Max was pressed up against the wall. Alec's tongue dove into her mouth tasting her. Max purred again and began pulling at Alec's shirt trying to get it off so she could reach the zipper on his pants.

Alec came to his senses suddenly and pushed himself away from the wall, effectively dropping Max on her ass.

"Hey!" she cried out indignantly.

"I'm sorry, Max, but I can't do this" Alec said running his fingers through his hair in frustration. "You would hate me for it later."

"No, I wouldn't. I promise." Max was crawling seductively across the floor towards Alec.

Alec swallowed hard at the sight in front of him. Max was really pushing his limits and he didn't know how much longer he could restrain himself. "I'm sorry. I just can't take that chance." Alec turned and fled the room.

"Fine then" she shouted after him. "If you won't help me, I'll find someone who will!"

Alec was almost too far away to hear Max's retort. But hear it he did and it stopped him in his tracks. _Find someone else. _His feline DNA didn't like that idea AT ALL. "Oh, hell no!" he muttered turning and stalking back towards the gym.

When Alec got back to the gym, there was already someone else there. Biggs had followed the scent of pheromones too. Alec found Max with her arms around Biggs's neck purring into his ear. Lucky for Biggs nothing else had happened yet or Alec would have neutered him on the spot. As it was, the hair on the back of Alec's neck was beginning to rise. Alec growled and the two culprits spun around to face him.

Max was pleased to see that Alec had come back. She rather liked this territorial side of him. _It might be kind of fun to tease him just a bit, _she thought. _I wonder who'd win._

"Biggsy" Max whined pressing her back up against his chest and wiggling against him. "I have an itch and Alec won't help me scratch it." Max pouted and began to circle the two boys as they faced off.

Biggs snaked his arm out and caught Max around the waist as she rubbed by him. "I'll help." He pulled her flush against him and whispered gruffly in her ear. "I'll scratch anywhere you want, baby." Biggs's eyes never left Alec's face. He was playing a dangerous game, challenging his CO for Max, but right now Biggs didn't care.

Alec growled again, louder this time, but he never moved. He could fight Biggs for the rights to Max, but he didn't want to do that if he didn't have to. Alec still had just enough control over himself to know that Max wouldn't want to be considered anyone's prize. She might enjoy that now, but when she came to her senses later she would feel very used. Nevertheless, as far as he was concerned, Max was his and he wasn't going to share. If it came down to that Alec would take Biggs down. Max shivered at the primal look in Alec's eyes. Alec caught her gaze and held it for a moment then said one simple word. "Mine" After that he turned and walked out the door hoping and praying that she would choose him.

Almost as if she was under a spell, Max pulled herself out of Biggs's arms and followed Alec out of the room. Biggs didn't try to stop her. He knew that the SIC had chosen her mate and it wasn't going to be him.

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Max and Alec walked silently through the halls to his room. Alec shut the door behind them and began to circle Max who was standing in the middle of the floor. Alec walked around her a few times occasionally letting his body brush up against her or his fingers trail across her shoulders or his breath caress her neck as he leaned in to smell her. After a few minutes Max was literally trembling in anticipation. The scent of pheromones was overwhelming. Alec paused behind her and leaned in to nibble on her ear and neck. When he bit her gently on that extra sensitive spot just above her collarbone Max's legs gave way. Alec reached down and scooped her up into his arms. Looking into her eyes he asked quietly "Max, are you sure you want this?"

Max nodded. Alec laid her down on the bed and said again, more tenderly this time, "Mine."

"Yours" she replied, drawing him down to kiss her...

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A/N #3: Sorry for cutting it off there, but this is only rated PG-13. Use your imaginations for the rest! It's more fun that way anyway! 


	12. The Morning After

A/N: My thanks to those of you who reviewed the last chapter. As promised I have tried to get this one posted as quickly as possible. If it sucks, blame it on the rush. (But I don't think it sucks, so hopefully you won't either) Enjoy, and please review!

A/N #2: The next chapter is about half written but it is going to be a fairly long one so I'm taking a short break to work on a little dribble that popped into my head last night. Check my story listing in a couple of days if you want to read it. It will be titled "Family Game Night, X5 style".

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**The Morning After**

When Alec woke up the next morning, he was alone in bed. "Damn it!" he swore. "I knew she was going to do that."

"Do what?" Max asked. She was standing in his bathroom doorway wrapped in a towel.

Alec stared at her mesmerized and unable to answer. Max smiled at him as she finished drying off then slipped on the shirt and pants she wore the day before. When she was dressed she sat down on the bed facing Alec.

"We need to talk" they both said in unison.

"You first." Max said. She stretched out on the bed next to Alec and began tracing patterns on his chest with her fingers.

Alec was finding it hard to think. He kept getting distracted by what Max was doing and by his memories of the night before so he finally caught her hand and laced his fingers through her to keep them still. Once he had them immobilized he rolled over to face her. "Last night was fantastic, Max, but when I woke up this morning I though you had freaked out on me and run away again."

"I did." Max said quietly. "Or at least I thought about it. Every time I've ever given into my heat I've always hated myself in the morning. When I woke up with you today I immediately ran to take a shower..."

"Gee, thanks!" Alec interrupted chuckling.

Max grinned then continued. "It's what I always do. That's where everything starts to sink in and the guilt hits me. I usually end up crying in the shower."

"You have nothing to feel guilty about Max." Alec said. He brought her hand up to his lips and tenderly kissed her fingers. "But did you?" he asked almost as an afterthought.

"Did I what? Alec's constant interruptions were beginning to confuse Max.

"End up crying in the shower." Alec repeated. He was a little afraid to know the answer but he had to ask.

"Not this time" Max looked up at him shyly and Alec resisted the urge to kiss her; that would only start things up again and they did have places to be today. Max continued. "I feel like I should feel guilty, but I don't. I mean, Logan's still out there somewhere thinking I'm dead and probably mourning over me and I'm in here having the best sex of my life. Why don't I feel horribly guilty, Alec?"

Alec rolled them both over so he was laying slightly on top of her, looking down into her eyes. "Listen to me, Maxie, and listen good because I'm only going to say this once. What happened last night, happened. You couldn't control it anymore than I could. You did nothing wrong. Not only that but what happened between us was not a betrayal of your relationship with Logan. I know you still care about him and I have no doubt that he still loves you. I'm not going to lie to you though; I'm glad this happened. I've wanted you for a long time, maybe since the first time I saw you. What I didn't want was to hurt you; I never wanted to cause you any grief. If I did I'm truly sorry..."

"Alec, no. Don't apologize, please. I wanted this too. Look, I don't know what this thing between us is, maybe it's the beginning of something or maybe it's nothing. What I do know is that Logan is eventually going to get over me and move on with his life and that's ok; that's the way it should be. I need to get on with my life too and for now that life is here, at Manticore, with you and the rest of our unit. After that, who knows? Maybe we'll all get out of here someday and I can get back to my crazy little life in Seattle, but right now I just want to take it day by day, ok?" Max searched Alec's face trying to find some sign that he understood what she meant, that he understood that she wasn't running away or trying to trivialize what had happened between them.

"Ok" Alec leaned down and kissed her again. He would have liked to stay in bed with her for a little longer, but the breakfast bell interrupted them. Groaning, he got up and began to dress. Once he was ready to go he held out his hand and together they walked towards the mess hall. "Best sex of you life, huh? Damn, I'm good!"

The sound of an answering smack echoed down the halls...


	13. The Reds part 1

A/N: There's nothing I hate worse than to get really into a story only to find that the author quit writing halfway through the plot. So, with that in mind, here is another chapter of my story (albeit long over due). My apologies. I hope there is still someone out there reading this. If not I'm going to feel really stupid, but I'll still be finishing the story anyway (even if my hubby and I are the only people that ever read it.

Enjoy!

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**The Reds (part 1)**

Three weeks later Max and Alec were called into Director Renfro's office.

"494, 452, I have a mission for your unit. As you know our DNA lab was destroyed when 452 and her siblings tried to take down this facility last year." Max wanted to make a smart ass comment, but she restrained herself and stared straight ahead like a good little soldier. Renfro continued, "The majority of our embryos were destroyed and we've had to resort to...'alternative methods of procreation'." She smiled sadistically at this while both Max and Alec clenched their fists in anger. "Fortunately, Manticore was wise enough not to put all their eggs in one basket so we did have a few of our embryos stored in another location. That location was compromised yesterday and the remaining embryos were stolen A South American military operation known as the Reds are our prime suspects."

The mention of the Reds got Max's attention and she shuddered. "I understand you've had a run in with them before, 452. Is that correct?"

"Yes, Ma'am!" Max replied trying not to show her fear.

"Good, then you understand why this theft has us so concerned." Max nodded and the director turned back to 494 for a moment. "I'm sending your unit to take out the Reds and retrieve the embryos. 452 will brief you on what to expect. Any questions?"

"Yes, Ma'am. How many targets are we expecting? Alec asked.

"Our Intel is sketchy but we know there are at least 5 Red soldiers."

"Only 5, Ma'am?" Alec scoffed. "Do we really need an entire unit? Surely 452 and myself could handles this w/ less exposure." Alec glanced over at Max and was confused to see the fear in her eyes.

"Never underestimate the enemy, 494. The Red soldiers are based in an old warehouse on the outskirts of Seattle, but we believe they will attempt ot take the embryos back to their facility in South Africa within the next 48 hours. Those embryos cannot be allowed ot leave the country. Are we clear?" The director glared at 494.

"Ma'am, yes Ma'am" he replied.

"Good, this folder contains all the necessary Intel. 452 will expain everything else. You have two hours to get your team outfitted then you move out. Dismissed!" Renfro waved them out then turned her attention back to her desk.

The two soldiers saluted and turned to go. Once they were out of earshot Alec turned to his 2IC. "You're trembling, Max. Why? What's so scary about these guys?"

Max shook her head, "We don't have much time to prepare. Let's gather the team, then I'll explain everything."

Two hours later Max, Alec and the rest of Unit 7 found themselves on a military transport bound for Seattle. Alec briefed the team on what they knew so far. "Based on our Intel we have at least five targets holed up in an old warehouse just outside of the blue light district in Seattle. They don't appear to be heavily armed or to have fortified their position much beyond the basics. There are two guards posted outside at all times, one in front and one in back. The embryos seem to be contained in an old walk-in freezer on the east interior of the building. One soldier stands guard inside the freezer. We are assuming the rest of their team will be somewhere inside the the facility. Our mission is to locate the facility, take out the guards and return the embryos to Manticore. With our training this should be an easy in and out assignment. With luck we'll be home by noon tomorrow."

"It won't be as easy as you think" Max had kept quiet during most of the debriefing but now she spoke up.

"Why is that, Max?" Alec turned to his 2IC. He'd been waiting for her to explain things ever since they left Renfro's office.

Max took a deep breath and then began to speak softly. "The Reds aren't normal soldiers. They are convicts recruited off death row."

Biggs interrupted. "Excuse me, Ma'am, but wouldn't that make things even easier for us?

"Yeah! Maybe you're just nervous, Max. After all this is your first big mission since reindoctrination and it's pretty close to home, right?" Dren was trying to be supportive but she couldn't understand Max's reluctance concerning the mission. A few of the others nodded in agreement.

Max looked around at her team with a sober expression on her face. "Dren is right, I am nervous and you should be too. The Reds may not be real soldiers and they may not be genetically enhanced but they are strong, very strong. They have two things going for them that give them a definite advantage over us. Number One: They feel no pain. The Reds each have an implant in their neck just at the base of their skulls. It's wired into their neural pathways allowing them to run faster, hit harder and continue fighting regardless of how serious their injuries may be. Number Two: They're death row recruits; that means they've got absolutely nothing to lose."

Alec stared at Max with his mouth hanging open. He was beginning to understand why she was acting so afraid earlier. These Red soldiers sounded worse than the nomalies in the basements of Manticore. The rest of the team also sat in stunned silence.

After a few moments, Paige asked the question they'd all been wondering about. "So...if they are stonger, faster, and feel no pain, how did you defeat them?"

Max grinned somewhat maniacally. "I stole one of the implants from a dead soldiers and inserted it into my head. I gave me the boost I needed to fight, but it nearly killed me in the process. It took a charge of over a thousands volts of electricity directly into my skull to deactivate the damn thing."

"Are we going to be using these implants?" Cale asked worriedly.

"Absolutely not!" Max and Alec answered simultaneously.

"Then how do we take them out and retrieve the embryos?" Jes inquired.

"We'll need some sort of distraction to catch them off guard, so we can slip in and disable them individually without given them a chance to warn the others." Brin interjected.

"There is no disabling." Max said adamantly. "When they go down, they better not come back up."

"You mean kill them?" Meeks gasped. For someone who'd been trained as a super-soldier all her life Meeks was extremely hesitant to use any form of violence. That's why Alec had assigned her to be the team medic; it kept her on the sidelines of the fighting, most of the time. There was one mission a long time ago that went awry and Meeks had been forced to kill an enemy soldier when he attempted to finish off some of Manticore's wounded soldiers. It took weeks for her to bounce back from that experience and Alec sometimes wondered if she'd ever really forgiven herself.

"Yes, Meeks. I mean kill them." Max was firm on that point.

"What do you suggest?" Alec deferred to her superior knowledge of the situation. He might be the unit's CO but he knew that for this mission to be a success he would have to step aside and let his 2IC take command.

"I've only found two ways to kill them. A bullet though the forehead and breaking their neck. The first way is too noisy so that means we'll have to use the latter option on the ones outside and save the bullet for the guy in the freezer."

"We're gonna need a damn good distraction if we're gonna get that clost to them." Dren commented.

"Yes we are, and we don't have much time so let's get planning." Alec ordered.

By nightfall Unit 7 found themselves on the roof of a building overlooking the warehouse. From this point they could observe the outside guards without being seen themselves.

Cale was setting up infrared equipment that would allow him to pinpoint the exact location of the Red soldiers inside as well as keeping track of where all the team members were. Meeks was off to one side settin up her medical supplies. If anything went wron with the plan there dcould be several injured transgenics to treat. The rest of the team was going over last minute details.

"Um, Alec? I've got something you might want to see." Cale called his CO over to the computer monitors he'd set up. Max and the others joined him.

"What is it, Cale?" Alec asked.

"I think Manticore was a little off on their Intel, Sir. We don't have 5 soldiers to deal with, we have 15." He pointed out the numerous red dots moving around the screen.

"They must have called in reinforcements" Max said worriedly. "Maybe we should abort the mission."

"We can't do that." Alec said. "And we don't really have time to come up with a new battle plan so we'll just have to execute it on a slightly larger scale and do the best we can. Understood?" The team nodded. "Good. Now let's go get ready. We attack in one hour." The team turned to go.

"Wait. There is one thing I want to add." Max said. "When each group has accomplished their objective they are to return to base immediately. If anything goes wrong to the mission as a whole everyone is to split up and head back to Manticore. That is an order."

Max turned and walked over to the edge of the roof. She stood there for several minutes staring off at the space needle. Alec walked up behind her and wrapped his arms around her. "Homesick?" he asked.

Max nodded. "I used to go up there when I needed to think about things. I could look down at the people below and pretend I was just a normal girl like them."

"You'll never be normal, Max."

"I know that now, but I still miss it. My strange little life." Max turned in Alec's arms and buried her head in his neck. "I don't like this mission, Alec. Something about it is very, very wrong. It scares me."

"I know, baby, me too." Alec kissed the top of her head and they stayed in each others arms till time to leave.


	14. The Reds part 2

**The Reds (part2)**

Max and Alec stood on the rooftop of the building next door looking at what was left of their team.

_The mission had been a disaster. Technically they'd accomplished their objective by recovering the embryos, but they'd suffered numerous casualties in the process. The plan had been for Jes to set off an explosion in front of the warehouse to draw all the outside guards to one location. Brin, Alec, and Paige were then going to drop down and take them out one by one before heading inside to the rendezvous point. That part at least was a success. Once inside though, all hell broke loose. These Red soldiers were trained a whole lot better than any of the ones Max had encountered previously. It was extremely difficult to fight their way through. Paige found herself surrounded by three Red soldiers at once and ended up with a badly broken leg and a dislocated shoulder before Biggs was able to get to her. Dren was killed during the skirmish and that only left Brin, Max and Alec to finish off the soldiers and recover the embryos. Max was reluctant to leave them so outnumbered but she knew that if they didn't recover those embryos everything would be in vain. She quickly made her way towards the freezer taking out one more soldier along the way. When she arrived at the freezer she was struck with the realization that there was not one soldier inside as they had expected. There were four. Fortunately for her she had a full clip of ammunition. Max hated guns, but she tried to put that thought out of her mind as she emptied the entire clip into the guards. Three of the soldiers died but the fourth was only badly wounded. Max knew he wouldn't stay down long so she grabbed the container of embryos and headed back towards the team. When she reached the lobby she was shocked to discover that her teammates were missing. She was about to head out the front door when someone grabbed her. Her first instinct was to fight.  
_

"_Max, it's me." Alec whispered._

"_Oh, thank god." She threw her arms around him, glad that he was alive. Alec hugged her briefly then pulled away. "Max, we have to get out of here. The sector police are out front and they've got Brin, Biggs and Paige. We've got to get the embryos to  
Cale and then distract the police so the others can get away."_

_Max nodded and then said "Follow me. I've got an idea." She headed out the back of the building and took the fire escape to the roof of the next building over where Meeks, Cale and Jes were waiting._

Alec briefed the three of them on the situation and then handed the embryos to Cale. "Cale, I need you to get these embryos back to Manticore regardless of the cost. Without these our mission is a complete failure and Dren's sacrifice will mean nothing."

Cale nodded solemnly, accepting the container. Alec clapped him on the shoulder and Max gave him a quick hug. "Be careful!" She whispered. He smiled at her then turned and melted into the darkness.

"Meeks, I want you to gather your medical supplies and head downstairs. When you get to the bottom take a left and go two blocks, turn right and head north 1 ½ clicks. You'll find a place called JamPony Express. There's a fire escape around the back that leads up to the second floor. Wait there. Paige and the others are going to need serious medical attention. If they haven't arrived within two hours, assume they are lost and head back to base. Understood?" Max asked. Meeks was crying, but she understood her objective and she obeyed.

"What do you want me to do?" Jes asked.

Alec closed his eyes for a moment to collect his thought. The task he was about to assign Jes was the hardest of all, but it had to be done. "Jes, Dren's body is still in the warehouse. It cannot fall into the wrong hands. Once everyone else is in the clear I need you to rig an explosion that will take out not only that warehouse, but everything in a one block radius. Can you do that?" Jes's eyes widened in fear. _An explosion of that magnitude would be difficult to outrun. If he didn't time it just right, he and everyone else on his team would die in the rubble. _"I know what I'm asking is hard, but this has to be done, Jes. Can you do it?" Alec asked again. Jes swallowed hard, and then nodded. "Good luck, buddy. We'll see you back at Manticore."

Alec reached out and took Max's hand. Together they turned and walked away. They knew there was a good chance they might never see Jes again, but they didn't dare look back.

From the shadows of a nearby alley, Alec attracted the attention of Biggs. He, Brin and Paige were surrounded by sector police. Alec made some hand signals to Biggs informing him of the escape plan and Biggs relayed the instructions to the others under his breath. All three acknowledged the instructions with an almost imperceptible nod of their heads and Alec headed back up to the rooftop to join Max.

"You ready for this?" Alec looked at Max and smiled.

"Are you kidding?" Max asked with a grin. "I was born ready." Hand in hand they leapt off the roof, landing on two police hover drones several stories below them. Using their body weight to change directions Max and Alec guided the hover drones until they were directly behind the mass of sector cops.

"Hey guys, what's up?" Max called out. The police spun to face her giving Biggs, Brin and Paige a chance to slip away unnoticed. The sector cops raised their rifles to fire, but just then Alec's hover drone went flying by diverting their attention at the last minute and deflecting their shots. Unfortunately one of the bullets ricocheted off a metal door nearby, grazing Alec's arm and causing him to lose his balance. As he fell, his hover drone crashed into Max's toppling her over the edge too. Luckily they didn't have far to fall. Feline DNA was their savior; both transgenics landed on their feet and sped off into the darkness together.

* * *

After a few miles of running and dodging in and out of the shadows to avoid detection, Alec was beginning to falter. His steps were erratic and at one point he very nearly fell. Max heard him curse quietly when he stumbled and she stopped to look back. Alec's wound wasn't fatal, but unless she could get the bleeding to stop soon he'd pass out right there in the street.

Max thought for a moment and then said quietly "Come with me. I think I know someplace we can stay tonight." She wrapped her arm around Alec's waist and allowed him to lean some of his weight on her. Slipping back into the shadows they slowly continued their journey.


	15. Reunions OC

A/N: Here it is, another chapter for everyone to enjoy. Believe it or not we're only a few chapters away from the end of the story. My apologies to all those who were upset by Dren's death. I didn't want to kill her, honest, but considering the strength and number of the Reds it would have been unrealistic for everyone to survive. I promise I'll try not to kill off any more of the X5s.

A/N #2: My thanks to Insanity, Natacup82, Willow98002, ontheDL, Starlight, candyabble, lakergirl08, mika, janine, Liz-Xenon-Buf and guest type person for reviewing the last couple of chapters. 

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**Reunions**

Max and Alec had been standing outside the apartment door for nearly 15 minutes. Well actually, Max was standing, and pacing, and wringing her hands nervously; Alec was leaning up against the wall trying to keep from passing out.

"Um, Max...I don't mean to rush you, but I'm bleeding all over the hallway and I've really got to lie down." Alec tried to sound lighthearted and teasing, but in reality he just sounded really, really tired.

"Right. I know, it's just that...Well, I've been presumed dead for over a year now and then all of a sudden I show up and it's like "Surprise! I'm alive, and by the way, this is my new boyfriend and he's been shot. Can we borrow your spare room to fix him up? I mean, this could be a bit of a shock." Max was so nervous she was starting to babble now; Alec couldn't help but grin.

"Boyfriend, huh? Well that's certainly a step up from breeding partner. I'm flattered." Alec took a step closer and Max looked up at him with a shy smile. Alec ducked his head a little and kissed her softly on the lips. As Max was reaching up to wrap her arms around his neck Alec slipped his own arms around her and slyly knocked on the apartment door.

Max jumped at the sound and then glared at Alec. "You tricked me!" He just shrugged and leaned in to kiss her again. They were interrupted by the sound of footsteps at the door.

"Here goes nothing" Max whispered.

Original Cindy was sitting on the sofa watching the news on TV when she was startled by a knock on her door. "Now, what kind of idiot would be showing up at Original Cindy's door at this time of night? Better not be Sketchy, looking for someplace to hide from the po-po. I'll put a smack down on his ass. Boys always getting' in some kind of trouble."

Original Cindy threw open the door and immediately began to rant, "Fool! What the hell did you do now..." She broke off suddenly as she realized who it was standing outside.

"Hey O.C. How ya' been?" Max said quietly. She really wanted to just throw her arms around her best friend and give her the biggest hug ever, but she held back. Alec sensed her hesitation so he reached over and gave her a light shove propelling her into the arms of Original Cindy. A moment later both girls were standing in the hall, arms wrapped around each other, bawling like babies. That was the last thing Alec saw before he collapsed.

Alec woke up with a start. His surroundings were unfamiliar and it took him several minutes to remember everything that had happened the night before. Once he got his bearings, he began to look around. The room he was in contained a small bed, which he was laying in, a closet with a broken door stuffed full of clothes, most of them black, an old beat up dresser with a mirror covered in photographs, and several cardboard boxes containing what looked like motor oil and mechanics tools. His eyes were drawn back to the mirror and he got up to take a closer look. The pictures were all of Max and her friends in various locations. Some of them were obviously taken at the place where she worked, but several looked like they were at some kind of night club. Alec had never seen Max look so laid back and so happy. It hurt to know that she was happier out here in the real world, than back at Manticore with their unit, with him. He was about to turn away when another picture caught his attention. He picked it up to take a closer look. This one was of Max dressed in a black cat suit and straddling a black motorcycle. She was looking back over her shoulder at whoever was taking the picture and the wind had blown her hair off her shoulders just enough for him to see part of the barcode on her neck. Judging by the smile on her face she must have been laughing at something the photographer had said. This was the Max that Alec had come to know and love and he didn't think he had ever seen her look more beautiful.

The smell of fresh brewed coffee brought him back to reality. Alec grabbed his jacket and put it on, wincing slightly as the leather scraped across his bandaged arm. _Max must have fixed me up while I was passed out. _He started to put the picture back in its place but at the last minute he turned back and stuck it in his pocket instead.

Alec exited the bedroom expecting to find Max and Original Cindy huddled together on the couch gossiping or catching up or whatever it is that girls do to bond. To his surprise Original Cindy was sitting at the kitchen counter alone. She smiled and handed him a cup of coffee. "Feeling better, lover boy?"

Alec grinned and flexed his arm "Yep, good as new. Gotta' love that genetically enhanced healing." He sobered a little and looked around "Speaking of genetically enhanced, where's Max? We need to be getting back. Our team will be worried."

Original Cindy's face fell a little. She'd hoped to have more time with her friend. "She's not here."

The coffee cup Alec had been holding hit the floor and shattered. He sat down in shock. _She's gone. I can't believe it. She's running again. I knew Max missed her friends and all, but I can't believe she would just leave like that, without even telling me goodbye. I thought we meant more to each other than that._ The look on Alec's face quickly changed from shock to anger, and Original Cindy realized what he must be thinking. "Chill, boo. She'll be back shortly. She told me to have you wait for her. She just had to go see someone, to tell him she's still alive and to explain why she has to go back. She couldn't leave Manticore right now, even if she wanted to, not without her brother."

Alec's head whipped up. "Her brother? You mean Zack's still at Manticore, but that's impossible! I heard he sacrificed himself to save her life."

Original Cindy shook her head "Apparently they saved him somehow. Max said something about artificial body parts and him being a living organ donor. That bitch Renfro has been using him as bait to keep Max at Manticore. She threatened to sell him to the highest bidder if Max didn't cooperate."

_That explains a lot._ Alec thought. _I always wondered why she never tried to escape again._

Original Cindy decided it was time to change the subject. Besides, she wanted to know a little more about the man who had managed to steal Max's heart away from Logan. _Not that that's a bad thing_, she thought, _I never did like Rollerboy much. Always sending my girl out on dangerous mission like she was his own personal cat burglar. _"So Alec, exactly what are your intentions with regards to my boo? Keep in mind that if you hurt her, I will hunt you down. Don't think Original Cindy can't do it either. This girl's got skills of her own."

Alec grinned and poured himself another cup of coffee.


	16. Reunions Logan

**Reunions (Logan)**

Max entered the penthouse of Fogle Towers the way she always had, via the roof. After deactivating the alarms she opened the skylight and jumped down, landing silently. Moving through the shadows she made her way towards the living room. When she reached the sliding glass doors that separated that room from the rest of the house, she paused. _I thought getting up the nerve to visit Cindy after all this time was hard, but that was a piece of cake compared to this. I mean, really, what am I going to say to him? "Hi Logan, just wanted to drop by and tell you that I'm alive and headed back to Manticore. By the way, thanks for the letter but I'm in love with someone else now!?" Maybe it would be best if I just go, he's already dealt with the idea of me being dead. Maybe it'd be best if he never knew the truth._ She turned to leave, but stopped when she heard his chair swing around.

"Hello, Max. Welcome back."

* * *

Alec and Original Cindy sat on her sofa drinking their umpteenth cup of coffee and laughing hysterically. Alec had just finished telling her about how Max had tried to kick his ass when she found out they were assigned to be breeding partners.

Setting his coffee cup down, Alec looked over at the clock on the wall and a concerned look flashed across his face. "So, I've pretty much figured out that Max went to see Logan. Shouldn't she have been back by now though? I mean it's almost noon."

"Relax, boo. She'll be here. They probably just had a lot of stuff to work out. After Logan came back from that mission to Manticore he was pretty messed up. He sat on his sofa for almost a year doing nothing; he barely even got up to eat. Even had me worried about him for a while. I checked up on him from time to time cuz I knew that's what Max would have wanted. Then one day I drop by and out of the blue he's sitting at that computer of his, working like a mad man again. That's when he started doing all those broadcasts about Manticore. Guess he'd finally worked past the grief stage and moved on to revenge." Original Cindy paused to take one last sip of her coffee.

Alec thought about this for a moment and then his eyes got large as he put two and two together. "Oh my god, Logan's Eyes Only, isn't he?"

O.C. looked at Alec with a bewildered expression on her face. "Yeah, you didn't know that? I thought you said Max had told you all about Logan."

"She failed to mention that part." Alec replied. "Actually that was probably wise. Manticore's had a hit out on Eyes Only for a long time, but I don't think they ever knew for sure who he was. Who knows what Renfro would have done if they'd known Max was romantically involved with Eyes Only." Images of Rachel Berrisford flashed though Alec's mind and he started to get a very bad feeling.

Alec jumped to his feet and started pacing around the room. "Cindy, I need to know where Logan lives, right now. There's no time to explain!" Alec said suddenly. He grabbed his jacket and pulled it on once again. This time the pain in his arm didn't even faze him. He was too worried about Max.

Cindy rattled off the address and Alec tore out the door and down the stairs. "Wow! Wonder what that was all about," she thought as she gathered up the coffee cups and headed towards the kitchen.

* * *

Alec arrived at Fogle Towers in record time. He noticed that Max's motorcycle was still parked downstairs. _Well, that's a good sign. It means she hasn't left yet; At least, not of her own free will._ Alec's uneasy feeling grew and he raced inside. He didn't bother waiting for the elevator but rather blurred his way up the stairs towards the penthouse. When he reached the top floor he paused to look for any signs of danger. Not seeing any, he used his enhanced hearing to listen for voices inside. What he heard made his blood run cold. Max was crying!

Max sat on the floor of Logan's living room cradling his head in her lap. She gently stroked his hair as the tears rolled down her face. She heard someone standing out in the hall, but she made no attempts to move when the front door crashed open. She didn't even bother to look up.

"Max!"

The sound of Alec's voice brought Max back to reality. She looked up at him through red, puffy eyes. "He's dying, Alec. He's dying and I don't know why."

Alec looked at the man lying in Max's lap. His eyes were closed and his breathing was barely noticeable. There was a sheen of perspiration on his face and his clothing was wrinkled and dirty and torn. It looked like he'd been thrashing on the floor for quite some time before finally lapsing into a coma. Alec remembered seeing something similar during one of his missions, but he couldn't be sure. "What happened, Max?"

"I came to say 'goodbye', just goodbye and to let him know that I'm ok. But he got angry, he didn't understand and he kept saying that Manticore had brainwashed me. When I turned to leave he grabbed my arms and tried to kiss me. That's when he collapsed and started seizing. I tried giving him some tryptophan but it didn't help." Max broke off and started crying again. Sobs wracked her small frame and Alec dropped down on his knees beside her, wrapping his arms around her.

"Max honey, you have to let him go."

Max started to shake her head, "Nooo!"

"I didn't mean like that, Max. I meant physically; you have to let go of him. I've seen this before. It's a virus targeted to a specific DNA type. It's one of Manticore's favorite assassination techniques. They must have tagged you with it during one of your physical exams."

"Why would they do this?" Max asked, but she already knew the answer.

"Probably because he's Eyes Only and they've been after him for a long time. Or maybe just because they knew you cared about him. Possibly a little of both and that's why they chose to use you. They are just mean that way!" Alec's voice was bitter. It was bad enough that they made him kill Rachel and her father, but to use Max the same way, without her even knowing it was too much. "It's not your fault, Maxie. Manticore did this, not you." Logan's body began to convulse again and Max turned to hide her face in Alec's shoulder.

"Max, you don't need to see this anymore. Let me sit with him for a while. You go get a drink of water and wash your face. It'll be alright." Alec gave her a small kiss on the forehead and led her out of the room.

He prayed that she'd forgive him for lying to her. He knew how the virus worked, and there was no recovering from it; it only got worse towards the end. _What a horrible way to die. I can't let Max watch that._ Alec looked again at the man shaking on the floor and he knelt down beside him."Logan, I doubt if you can hear me, but if you can I want you to know that Max really cared about you. She still does. And I care about her, which is why I don't want her, or you, to suffer. I'll take good care of her, Logan. I promise." With that, Alec reached out and covered Logan's nose and mouth with his hand. He held it there until he saw that Logan had quit breathing and there was no longer a pulse. Rising to his feet again he got a blanket off the sofa and draped it over the body on the floor. Then he turned towards the door.

Max stood in the doorway staring at the two men that she had loved. One living, and one dead.

"I'm sorry, Max. There was nothing else to be done..." Alec began.

Max walked over and placed her hand over his mouth to silence him. "It's ok, Alec. You did the right thing. I knew it had to be done, but I just couldn't bring myself to do it. Thank you for doing it for me."

Alec wrapped his arms around Max's waist and leaned his forehead against hers. He was so tired of being a soldier, so tired killing. "Let's go, Max. Let's leave and never look back. We could go anywhere we want, anywhere but here."

* * *

A/N: "Ding, dong, Logans's dead. Evil Logan, Logan's dead" (tune from the Wizard of Oz).

You know, I was a big fan of Max and Logan in season 1, but after he started treating her with such disrespect in season 2 I decided that he would have die in order to make room for Alec. For some reason, the writers disagreed and they refused to kill him off; they just kept bringing him back over and over again so I decided that it was up to me.

Here's to all the Logan haters out there, join me in song "Ding, dong, Logans's dead. Evil Logan, Logan's dead"


	17. Decisions, Decisions

A/N: Sorry it's taken me so long to get this posted. I'm not supposed to get on-line at work anymore and it's hard to find the time to do this at home with two little kids. Hope you like it though.

Please review! It makes my day.

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**Decisions, Decisions**

The members of Unit 7 stood at attention in Director Renfro's office. It had been over 12 hours since the mission ended and everyone had reported back to base except Max and Alec. Director Renfro had just declared the CO's M.I.A. and Unit 7 was not happy about it.

Biggs stepped forward and spoke up "Requesting permission to conduct a Search and Retrieval Mission for X5-494 and 452."

"Permission denied, 510. Your CO's have been declared MIA, deal with it. Their loss, though regrettable, is acceptable within the parameters of your mission. I have already dispatched one team to find and destroy any evidence which might have been left behind. We will not expend more government resources in searching for soldiers who may or may not be alive. If there is anything left of X5s 494 and 452, the disposal team will take care of it."

Biggs was insistent, "With all due respect, Ma'am, 494 and 452 weren't just our CO's; they were our friends..."

"They were soldiers, 510. Soldiers are created to fight and to die, nothing more. You would all do well to remember that. " Director Renfro was really mad now and her normal "cold and calculated" demeanor was starting to crack. "X5-734, front and center"

Brin stepped forward.

"734, you will be the new Commanding Officer of Unit 7. Can you handle that?" The tone in Renfro's voice made it clear that Brin didn't have much choice in the matter.

"Ma'am, yes ma'am!" Brin stood up a little straighter.

"Good. Take your Unit back to their barracks and make sure they remain in their cells until further notice. Dismissed." Renfro watched as each member of Unit 7 saluted and then followed their new CO out of the office.

Unit 7 marched single file down the hall like good little soldiers. When they reached their barracks Brin stopped and turned to her teammates. She knew that weren't happy with Renfro's decisions and it was time to address the problems. "Ok everyone, listen up. I'm not any happier about this than you are. We all know that Max and Alec are out there somewhere and I can promise you that we will get our COs back, whether Renfro likes it or not." The team breathed a collective sigh of relief and Brin continued. "In the meantime, we are going to have to make the best of things, at least for a little while. Now, we've been restricted to our cells until further notice but that doesn't mean we can't start planning. Manticore trained us well. We are the best of the best. Now let's put that training to work. Ok?"

The team nodded and each headed to his or her own cell with a smile on their face. Unit 7 would be a family again, one way or another.

* * *

Max and Alec sat in the kitchen of the late Logan Cale. They had moved Logan's body into the master bedroom and removed all traces of their presence from the rest of the apartment. The virus was designed to disappear from a victim's system within a few hours of death. By the time someone found the body and conducted an autopsy, it would look like he had just died in his sleep. 

There was just one thing left to do. "We have to destroy his computer files." Max said wearily. "No one can ever know that Logan was Eyes Only. He had a self-destruct mechanism in place to protect his informant net. He showed me how to activate it once, in case he was ever compromised."

"I'll help you. Do you remember what his password is?" Alec stood and together they walked back into the living room.

"It was his mother's name, but he may have changed it by now. He did that a lot, he was kind of paranoid." Max chuckled softly.

Alec sat down at the computer and began typing. "You're right, he did change it. No big deal though, I excelled in hacking. I just need to look around a bit and get a feel for the kind of guy he was; it will help me figure this out faster."

Alec walked around the living room glancing at the pictures on the wall and rifling through the desk drawers. In the bottom drawer he found a picture of Max and Logan. Max looked stunning in a red dress with her hair swept off her face and Logan was seated in a wheelchair dressed in a tuxedo. Max walked over and looked down at the picture "That was taken at his cousin's wedding, just before Manticore caught me."

Alec handed the picture to her. "Would you like to keep this? I don't think anyone would care; just don't let the guards find it." Max smiled gratefully and tucked the picture inside her jacket. Alec stood up and returned to the keyboard. This time he got the password on the first try. "His password is you, Max."

Tears began to fill Max's eyes again and Alec reached out to pull her into his lap. "It's not your fault, honey. Logan loved you; he would never have blamed you for what happened and you know he wouldn't have wanted you to blame yourself." Max nodded but she didn't say anything. He reached around her and began to type again. Ok, Max, we're in. Do your thing and let's get out of here."

Max's hands flew over the keys and within a few minutes smoke began to rise from the computer tower and the screen went blank. "It's done." She said.

Without another word, the two X5s rose and walked out the front door. They didn't look back until they had reached Max's Ninja and climbed on. Max started the bike and then glanced up at the penthouse as they drove away. "Goodbye, Logan."

* * *

Neither Max nor Alec said a word as they quickly made their way out of town. There was no need to stop by Cindy's again; she knew their visit had been a one time thing and she understood. Max drove about an hour passed the last Seattle checkpoint and then stopped the cycle on the side of the road. She propped the bike up on its kickstand and turned to face Alec. He could tell by the look on her face that this wasn't going to be good. "We're going back, aren't we?" 

Max was surprised by the fact that he had said _we_ rather than _you_. "I have to, Alec. I'm sorry but I still have family there. I can't leave them behind. But you should go. Take my bike and run. I can tell them you got caught in the debris when the building fell. They'll never know the truth. This is your chance, Alec. You deserve to be free. " Max was crying now, the stress of all that had happened and the thought of Alec leaving was too much for her. She buried her face in his jacket and bawled on his shoulder.

Alec held her tight and slowly stroked her back. "It's ok, Max. I know about Zack and I understand. If my brother hadn't turned out to be a psycho I'd probably feel the same way. You forgot something though; I still have family back at Manticore too." Max lifted her head and stared at him through her tears. "Brin, Jes, Biggs, Paige, Cale, Meeks, they are my family. It's true that I want to leave Manticore, but not at their expense. I know firsthand what happens to the ones left behind. When I do leave, when we leave, we'll do it together. All of us." Max was touched and she leaned in for a long kiss before turning back around to drive. _Guess I'm really starting to rub off on him_ she thought with a smile.


	18. The Beginning of the End

A/N: I know you are all tired of reading my apologies for not updating sooner, but here's another one anyway. I'm sorry! To make it up to everyone, I'm gonna try really, really hard to maybe, possibly finish the story this week. Hopefully, someone out there is still reading this. If you are, enjoy it and please review!

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**The Beginning of the End**

"What do you mean 494 and 452 are missing?!"

Director Renfro paced back and forth across her office, seething in anger; the Commander of her "clean up" team cowered in front of her.

"We found the body of X5-275 buried beneath the building rubble, but 494 and 452 were not there, ma'am. They must have escaped the blast somehow. We found a trail of blood leading away from the scene which we believe belonged to 494, but the trail went cold after a few blocks. I have 2 men still out there searching hospitals and doctor's offices for anything suspicious. I'll keep you informed, ma'am."

"You do that, Commander. X5s don't just vanish into thin air, no matter how well trained they are. Find them and find them soon, Commander or there will be hell to pay. For now, you are dismissed."

"Ma'am, yes ma'am" The Commander turned and open the door to leave, but he was knocked down when an X5 came barreling in unannounced.

"Soldier, you'd better have a damn good reason for barging in here like this" Director stared hard at the X5 in front of her.

"Yes, ma'am I do. I apologize for the interruption, but you asked me to let you know if anything turned up about Eyes Only." The X5 handed a piece of paper to the Director and then stepped back to stand next to the Commander who was hovering by the door.

Director Renfro read and reread the paper in front of her several times. Her smile grew bigger with each reading. It was a medical autopsy report for a civilian by the name of Logan Cale, someone Manticore had long suspected might be the elusive Eyes Only. Now it seems they had proof. Director Renfro looked back up at the Commander and she passed the paper over to him for a moment. "Well Commander, it looks like your trail just warmed up again. Have your people find out where this man lived, X5-452 was there less than 24 hours ago. I'll bet money 494 was with her. I want those X5s back, Commander, don't fail me again."

The X5 spoke up again, "Ma'am, 494 and 452 are back. The gate guards checked them in 15 minutes ago." The Commander glared at the kid standing next to him, but the Director beamed.

"Excellent, have them report to me immediately." The X5 saluted and walked out of the office. Renfro turned to the Commander who was still standing in her office. "Didn't I dismiss you already?" He too, saluted and walked out leaving the Director alone in her office.

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It was almost dark when Alec and Max made it back to Manticore. They were hot and tired and dusty. Max couldn't bear the thought of Manticore commandeering her beloved motorcycle so they had decided it would be safest to hide it in an old barn a few miles away. All they really wanted now was to take a hot shower, get a quick bite to eat with their teammates, and then fall into bed. No such luck.

"X5s 494 and 452, you are ordered to report to Director Renfro's office immediately." Both soldiers groaned softly.

Alec turned to the soldier that delivered the message "Thank you, 692. We will do so. Can you do me a favor, though? Let our unit know that we're back and we'll catch up with them as soon as we've finished debriefing." The soldier nodded and hurried off.

Alec glanced over at Max for a moment. She was trembling, but whether it was from fear, anger, or exhaustion he didn't know so he gave her hand a quick squeeze as they headed off towards the lion's den.

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Alec knocked on the door of the Director's office.

"Enter. Ah, 494 and 452, welcome back. Your teammates have been worried about you."

"Thank you, Ma'am!" Alec said. "We're sorry about the delay. We got separated from the team and I was wounded by some gunfire. 452 and I had to lay low for a while to avoid the sector police."

Director Renfro smiled, "Well, it's a good thing 452 was familiar with the area then. Did you happen to drop in on any old friends while you were in town, 452?"

The smug look on the Director's face told Max everything she needed to know. Manticore had known about Logan all along, they had set her up from the start and they knew he was dead now too. Something inside Max snapped; she was done being the good little soldier, now she was out for blood.

With an animalistic shriek Max launched herself at Director Renfro, knocking her to the ground. Max knelt over her, preventing her from rising or from defending herself as she was pummeled by Max's fists and nails. Max was out of control, tearing at the Director's hair, gouging at the eyes, slamming her head into the floor over and over and over again. It took Alec plus 5 large soldiers with tazers to pull Max off of her.

Max struggled against her captors as Renfro slowly got to her feet. She wiped the blood from her eyes and spat "Take her away and feed her to the nomalies."

"No!" Alec cried out, trying desperately to help her as she was dragged away. He succeeded in pulling one or two of the guards off and then the whole world went dark.


	19. Till Death do us Part

A/N: Ok, obviously I haven't gotten this finished yet. Big suprise! The story really is almost finished, I swear! However to appease everyone, here is another short chapter.

Enjoy, everyone! And please review!

**

* * *

**

**Till Death Do Us Part**

Alec woke up slowly, his head was throbbing terribly and he was slightly disoriented. He kept his eyes closed for a few moments as he tried to get his bearings. He could tell by the sounds around him that he was surrounded by a lot of people. The pillow under his head told him he wasn't laying on the floor anymore either. Alec carefully opened his eyes to see…

"He's awake everyone! Hey Alec! How ya' feeling, buddy? Man, did you have us worried. You've been out for days and for a minute there we really thought we were going to lose you." Biggs's voice was booming in his exuberance and Alec winced at the sound. "Oh sorry, man. I forgot that your head might be hurting." Biggs whispered apologetically. Alec smiled slightly as he sat up and looked around. The whole team was there excepting Dren of course, and Max.

_I'm glad Maxie decided to come back. I could never have forgiven myself if we had left without them. _The thought of Max brought back all of Alec's memories rushing back. "Max! What happened to Max? I've got to save her!" Alec struggled hard to get out of bed while his teammates struggled equally hard to hold him down.

"Alec, calm down, please. You're going to hurt yourself!" Meeks voice was quiet but insistent.

Alec finally stopped struggling, but he glared at his friends. _Don't they understand that Max is in trouble?_ "I have to help Max; we have to help Max." he repeated stubbornly.

The remaining members of Unit 7 looked around at each other awkwardly. No one ever wanted to be the bearer of bad news, especially not this bad news. Brin pushed past the others and sat down on the bed. Taking a deep breath she began, "Alec, I know you've been out of it for several days and you probably don't remember everything that happened, but I have some terrible news… Max didn't make it, Alec. She died in the explosion. The clean-up team found you both lying under a big slab of concrete. Max saved your life, but she gave up hers to do it." Tears were now running down everyones's faces. Everyone except Alec's, that is.

Alec began to shake his head, "No, you're wrong. Max isn't dead."

Biggs moved over and placed his hand on his friend's shoulder. "Alec, buddy…"

"No!" Alec shoved them all away and jumped up. "I'm telling you, she's alive! They lied to you. Max and I came back together." Alec was pacing now. "Something happened while we were gone. Manticore killed someone Max cared about, just like they killed Rachel, and when we got back here Max snapped. She attacked Renfro and then they dragged her away. That's how I got hit on the head, I was trying to protect her. Renfro told the guards to feed her to the nomalies. We have to save her!"

The team looked at their CO skeptically. It was obvious they wanted to believe him, Alec had never lied to them before, but this defied logic. _Why would Manticore destroy something they'd spent millions of dollars creating?_

Cale spoke up from the back of the group and all eyes turned towards him. "I believe you, Alec. When we asked Renfro for permission to search for you and Max, she said 'No'. She said you were expendable; 'soldiers are created to fight and to die, nothing more' those were her exact words. To her we're just another piece of government property to be used as she sees fit. And when we've outlived our usefulness, she'll have us destroyed. I don't know about the rest of the team, but I'm not going to let that happen, to Max or to me." As Cale was finishing his speech he made his way towards the front of the group to stand side-by-side with Alec. One by one, the rest of the team moved to join them.

"OK," said Alec. "Here's the plan…"

* * *

Max sat huddled up in a corner of the basement, terrified. She could hear scuffling sounds all around her, but try as she might her night vision couldn't penetrate the darkness. Max remembered the stories Ben used to tell them about the nomalies: "Nomalies can see everything, Max. No matter how dark it gets, they can always find you. There's no way to escape them either, they can fly and they can dig and they can run even faster than you or I. They can tear an X5 to pieces with their bare hands in minutes. They're all insane too. No one ever comes back from the basement." Max let out a small whimper and for a brief moment the basement was silent, then the scuffling sounds began moving in her direction.

Someone, or something, grabbed Max by the shoulders and pulled her to her feet. She struggled against the creature, but to no avail. As Max was dragged towards the center of the room, someone struck a match and the basement was illuminated by candlelight. Max was surrounded by nomalies; half human/half animal, there were cat creatures and bat creatures and lizard creatures and then there were the X2s.

Lydecker had told them about the X2s, "X2s are your predecessors. They were the first x-series to look fully human. Unfortunately, they were also so insane that we had to put them down. Out of the 250 X2s created only 5 were kept alive for study. They are kept down in the basement under lock and key. If you ever come in contact with an X2 'Beware'. The X2s are cannibals, if you do not kill it, it will most certainly kill you."

It was an X2 that held her now. "Well look what I've got everyone. Dinner!"

Max's legs gave way beneath her as she fainted.


	20. Freedom Never Comes Free

A/N: Well everyone, here it is (finally)...The last full chapter of X5-452: To Be or Not To Be. I hope you've enjoyed the story so far. My thanks to everyone who has read and reviewed. I really hope you like this last chapter; it's my favorite and it's been the hardest of all to write. Please check back in a few days or maybe a week, I'm working on an epilogue, and then that will be it.

Thanks again ya'll!

SenoritaDLH

* * *

**Freedom Never Comes Free**

Max awoke to find herself laying on a soft pile of rags underneath one of the few basement windows. To be honest, she was surprised to wake up at all; the last thing she remembered was an X2 talking about having her for dinner. As Max sat up she did a quick check to make sure that all her limbs were still intact. Satisfied that they were, she began to re-examine her surroundings. A sliver of moonlight shone through the window illuminating the area around her. In a neat pile next to the rag bed were a number of old magazines, some cheesy romance novels, a few classics, and a Bible. These were obviously someone's prize possessions. Before Max could investigate further a tall figure stepped out of the shadows. It was another nomalie and Max instinctively began to scoot away.

"Wait! Little fella is safe here. Joshua won't hurt you." The figure stepped into the light with his hands up. The creature standing in front of Max was more canine than human, but he had a kind face and Max felt like she could trust him.

"So…" Max began. "I'm guessing your name is Joshua." Joshua nodded and held out an apple. Max took it gratefully; she had no idea how long it'd been since she'd eaten last. "Thank you!" she said, taking a big bite. "So, I'm guessing you are the one that saved me from that X2?" Joshua nodded again. "Well thanks for that too then. I really thought he was going to eat me."

"He was." Joshua replied matter-of-factly. "They're hungry. The guards forget to feed us sometimes. Joshua sneaks out, brings them food. They respect Joshua."

"The guards don't feed you? That's awful." Max was beginning to feel sorry for the nomalies. "I guess that explains how you got the room with a view." Max patted the seat beside her, inviting Joshua to sit. "How long have you been down here, anyway?"

Joshua looked sad. "Down here long time. Since father left. Joshua misses father. Sometimes I look for him, out the window, but he doesn't come."

"Father?" Max wrinkled her brow in confusion. "You mean Lydecker?"

Joshua snorted and looked disgusted at the thought. "Not Lydecker. Sandeman, Father's name is Sandeman. Father made Joshua, first, special, no barcode. Then father left and Lydecker came, then the bad lady. Joshua and others hide here. Hide from Lydecker and the bad lady."

"Can't blame you on that one. She's the reason I'm down here too. So you were first, huh? I guess that does make you pretty special." Max yawned, the events of the past few days had left her pretty worn out.

Joshua smiled. "Little fella sleep, rest. Joshua will keep watch."

Max nodded and laid back down on the pallet. "Ok Joshua, but just for a minute. Alec will be coming for me soon." Closing her eyes, she drifted off to sleep.

* * *

What was left of Unit 7 gathered in Max's cell. They had all agreed that it was time to leave Manticore for good. The problem was, Manticore wasn't likely to just let them walk out and never come back; they would have to fight their way out. The team was dressed in combat gear and armed to the hilt. They also each carried a small survival pack with some medical supplies, a change of clothes, and whatever few possessions were most dear to them. Alec was packing an extra bag with a few of the things he thought Max would want to keep, like the letter from Logan. When he was finished he turned to face his team.

"Alright guys. This is it! We've really only got one shot at this so everyone had better know what they're supposed to do. Everyone is vital to this mission, if we lose even one person we're all toast." Alec paused for a moment and his tone softened slightly. "Besides, I think we've lost enough of our family already. Don't you?" The team thought about Dren and they nodded in agreement. "Ok, so here's the plan one more time. Cale, you and Paige head for the Control Room. As soon as the fun starts, Renfro is going to order an immediate lock-down and cauterization of all the barracks. I need you two in place to keep those doors open. Jam them if you have too, but get them open and then get out of there. We are not going to leave anyone behind when we go. Jes, you and Brin are in charge of the explosives. We need them everywhere, but they must be very carefully timed. I want that Command Center taken out first. If Renfro survives, it won't matter whether we escape or not. She'll hunt us for the rest of our lives and that is no way to live."

Brin stepped forward to report, "We're all set, Sir! Jes and I set the charges a few hours ago. We just need to get to a remote location to detonate them. We put a couple of extras in various locations around the perimeter fence as decoys, which we'll detonate to draw out the guards. Those points will also double as exits during the escape."

"Good work, guys! Head for the rendezvous point and set off the charges from there. Just make sure that you detonate the Command Center first and save the labs for last. Biggs and Meeks, you two will accompany me to the basement to rescue Max. We have no idea what kind of condition she's going to be in so Meeks you need to be prepared to treat her on the move. Once I know that she's safe with you, I have to head out. There's one last thing I have to do before I can leave." The team began to protest but Alec held up his hand to silence them. "I'll meet you all at the rendezvous point, but this is not up for discussion. You all have your orders so let's move out." Unit 7 took a brief moment to hug each other before splitting up and heading towards their assignments.

Alec, Biggs and Meeks made their way cautiously towards the basement. It was slow going though because every few hundred feet they had to hide and wait for the guards to pass. Normally, X5s were free to walk around the compound but since Alec and the others were all dressed in combat uniforms they couldn't exactly claim they were just out for a pleasant stroll. Hopefully the others were making better time to their positions.

* * *

Brin and Jes reached the rendezvous point with little resistance. They did run into two perimeter guards, but they took them both out quickly and quietly before they had a chance to alert Command.

"Do you think Cale and Paige are in place yet?" Jes asked Brin worriedly. "If we detonate too soon they might not be prepared to stop the lock-down. I wish we had thought to use comm links to keep in touch with each other."

"No,if we'd used the comm links we be in even greater risk, the guards might overhear and it could give away someone's position." Brin glanced at her watch. "As for the timing, I think it's a chance we're just going to have to take. If we wait too long someone might see them and then we'd be toast anyway. Go ahead and blow the perimeter. Let's get this party started!"

"Yes, Ma'am!" Jes flipped a switch on his control box and explosions echoed around the edge of the facility.

* * *

Inside the building, Cale and Paige approached the door to the Control Room. They'd had to duck into the shadows a few times to avoid the main guards, but they'd made it to their objective. Taking a deep breath, Paige reached out and knocked firmly on the door. It opened just as the first explosion shook the compound and the lock-down sirens began to wail. Taking advantage of the confusion, the two X5s shoved their way into the Control Room and subdued the computer techs. All that was left now was to hack into the system and get those barracks doors open.

* * *

Confusion reigned throughout the compound as cell doors slammed shut and locked trapping the occupants inside. Guards raced towards the perimeter of the grounds only to be stopped in their tracks as explosions began to demolish parts of the main buildings. The Command Center was gone, demolished in one of the first and biggest explosions and this was only adding to the chaos. Director Renfro had been seated at her desk looking over some of 452's medical reports when the first charges detonated. She had barely enough time to hit the lock-down button and shove the reports into her briefcase before the Command Center exploded and she was buried beneath all the rubble. The perimeter guards were all trained in military tactics, but without someone in Command to give the orders it was every man for himself.

* * *

Inside the basement, the doors were also beginning to close and lock. Alec, Biggs, and Meeks raced through the maze of tunnels that made up the basement, frantically trying to check each cell before it locked. "Max!" Alec yelled, "Max, where are you?" Another cell door slammed shut in his face just inches from his nose. _Come on, Cale. Come on, Paige. You can do this. Get these doors open, now!_ Alec continued his search desperately hoping that Max was alive and conscious enough to hear him.

"Alec!" Max could hear Alec calling her name, but she couldn't find him. Panic reigned in the large basement cell. The doors were locked and the nomalies were very, very scared. Joshua tried to guide her towards the cell door, shoving other nomalies out of the way, but then they got separated. "Alec! We're in here." Max, Alec, Biggs and Meeks all reached the cell door at the same time. The three X5s on the outside tried futilely to open the iron door, but to no avail. Just then, another explosion rocked the building and bits of ceiling began to fall around them. "Why the hell won't these doors open?" Alec yelled.

"Paige and Cale must be having trouble hacking into the system, Sir!" Biggs yelled back, trying to be heard over all the screaming and crying of the nomalies. "Do you want me to go help them?"

"No, you stay here. I need you and Meeks to get Max out of here and safely to the rendezvous point. I still have something to do so I'll go." Turning to Max, Alec reached through the bars and lovingly touched her face. "Max honey, I have to go help the others. Stay with Biggs, he'll take care of you."

Max grabbed frantically at Alec's hand trying to hold onto him. "No, Alec, please don't leave me. Please, Alec!"

Alec pulled away, "I'm sorry, Max, I have to go. I'll meet you at the rendezvous point as soon as I can, I promise. I love you!" Turning quickly, Alec ran back the way he came, dodging the chunks of falling plaster.

* * *

Inside the Control Room, Cale and Paige worked frantically to stop the lock-down. Unfortunately, one of the detonations took out part of the power grid so they were having to work through the few systems still running off the back-up generator. It was slow going but they were doing the best they could.

"I think I'm almost there." Cale shouted over his shoulder, "I just need another minute…"

"In case you hadn't noticed, we're kinda running out of minutes here" Paige snapped back. She was keeping watch for any guards that might head that way, but so far everyone seemed to be more worried about saving their own ass.

"Got it!" Cale jumped up and grabbed Paige's hand. "Let's get out of here!"

Together the two transgenics weaved their way through the mass of X series that were now pouring out into the halls; it was chaos. Paige stopped, "Cale, stop. They're waiting for orders. We have to so something or they'll all die here." Paige grabbed a nearby chair and climbed up so she could see above everyone's head. "Attention!" All the soldiers immediately stood still and awaited her command. "Listen up, everybody. This facility is under attack. Find your unit, form ranks and go to ground immediately. I repeat, go to ground immediately." Jumping down she and Cale sped on towards the rendezvous point to find the rest of their team.

* * *

The doors of the basement burst open and Max literally fell into the arms of Biggs and Meeks, very nearly getting trampled by the nomalies as they tried to escape. "Max, are you going to be ok to run? Cause we really ought to get the hell outta here." Biggs looked down at her in concern. "I can carry you if I need to."

"No, I'm fine, but we can't go yet. I have to find Joshua." Max turned to go back into the collapsing cell, but Biggs would not allow it. "Biggs, let me go. He saved my life. I owe him." Just then another explosion rocked the building, much closer this time.

She began to struggle harder and Biggs had no choice. "Max, I'm sorry about this, but I gave Alec my word that we'd get you out safely. Please forgive me." With that he punched her hard right between the eyes, and Max fell unconscious. Scooping her up, he and Meeks began to run.

* * *

Alec reached the doors of Manticore's laboratories just as part of the building behind him collapsed. The basement was now buried and Alec prayed fervently that Max and the others had made it out safely. The power was out in these rooms and it was obvious that the doctors and scientists had fled as soon as the explosions started. Alec turned on his flashlight and began to make his way through the room. At one point he stubbed his toe on an overturned medical table and began to curse, but he continued his search. As Alec shone the light around, it reflected off something in the corner of the room. "Zack. Is that you?" Alec called softly. There was no answer, but he could hear definite movement coming from that corner. Alec decided to try a different approach. "X5-599. Step forward." A figure stepped out of the shadows and stood at attention. Alec could now see what it was that had caused the light to reflect. Half of 599's face was gone; it had been replaced by a metal plate and a mechanical eye. It was a frightening sight, but Alec reminded himself that this was Max's brother. Max loved Zack; he's the reason she returned to Manticore after Logan's death and Alec would not leave him behind. He owed it to Max! Alec tried again "599, my designation is 494. My name is Alec. Your name is Zack. I am the commanding officer of your sister, Max, designation 452. Do you understand me?" Alec waited a moment but there was no response from Zack and they were running out of time. "Ok. 599, here's what we're going to do. This facility is under attack and I have orders to get you to safety. We must exit this building immediately and rendezvous with the rest of our team at the following coordinates: 41° 12' N and 104° 46' W. If something happens and we get separated you are to proceed directly to the rendezvous coordinates to meet the others. Do you understand me, soldier?" There was still no response from Zack and Alec was really out of time now. He was just going to have to hope that Zack would follow him as ordered. Alec began to make his way back across the room as quickly as possible. He could hear Zack following quietly behind him. Once they got out of the lab, Alec broke into a run. The last of the charges were going off and the ceiling was collapsing all around them. "Double-time, soldier. It's time to play escape and evade."

* * *

Jes and Brin waited at the rendezvous point on the hill. The charges had been going off for nearly ½ an hour now and they were still the only team members there.

"This is not good, this is so not good." Brin was pacing around anxiously when Jes grabbed her arm and pointed back towards the facility.

"Look, look" he cried. Transgenics were beginning to pour out of the buildings and scatter in all directions. It was hard to tell who was who down there, but the fact that anyone at all had escaped was heartening. "Hey, I think I see them." Jes pointed off to the east side of the main building. "Look, there's Cale and Paige."

Brin was peering off to the west as the building collapsed, searching for some sign that her sister made it out. "There's Biggs and Meeks. Oh no, he's having to carry Max. I hope she's ok!"

Gunfire broke out across the yard. Apparently there were still a few guards trying to do their duty to protect the perimeter. Brin and Jes quickly grabbed their guns, got behind a couple of trees and began to lay down some cover fire for their teammates.

Cale and Paige made it up the hill and collapsed breathlessly on the ground. Biggs, Meeks and Max were right behind them. Biggs leaned Max up against a tree and stepped aside so Meeks could treat her head and check for other injuries.

"Is she going to be ok?" Brin asked worriedly, still laying down cover fire for the escaping transgenics.

"She's going to be fine." Meeks replied. "Just some bruises and a slight concussion, courtesy of James Bond here."

Biggs glared at Meeks, "Well, what did you expect me to do? She kept going on and on about rescuing someone named Joshua. She was going to get herself killed. I had no choice, Brin, I swear."

Brin grinned at him good naturedly. "It's ok, Biggs. I forgive you for rendering my baby sister unconscious. Now Alec, on the other hand, might not be so forgiving. You did give his girlfriend a pretty nice shiner."

Biggs looked over at Max and gulped when he saw the large bump and bruise forming on her forehead. "Oh God, I'm such a dead man."

"Speaking of our illustrious leader, where is he? I can't wait to get my hands on him. I'm gonna kill him for running out on me like that." Max had come to and was slowly trying to stand. Meeks and Cale reached out to steady her.

"He hasn't made it back yet." Paige answered softly. "He said there was something else he had to do before he could leave."

"What was it?" Max asked.

"We don't know for sure." Jes answered. "But he told me to make sure the labs were the last thing to detonate."

Max looked back at the facility and then she looked at Brin, "Zack. He went back to get Zack."

"Zack's alive? Why didn't you tell me?" Brin was beginning to cry now. Her big brother had been right there with her all along and she'd never known.

"I couldn't." Max explained. "Renfro said if I did, she'd sell him to the highest bidder. They've been using him as a guinea pig all this time. I'm sorry, Brin, but I couldn't take that chance. Not after he saved my life." Max walked over and hugged her big sister, then they sat down together to wait.

The team grew quiet as they waited for their C.O. to join them. Brin and Jes continued to lay down occasional cover fire, but most of the transgenic had already escaped the compound. As they watched, the last of the charges began to detonate and the laboratories of Manticore, the last remaining buildings, fell to the ground.

Half an hour later, Alec was still MIA. Unit 7 was beginning to get restless. None of them wanted to leave their friend behind, but the longer they waited, the less chance they would have of avoiding capture. They had been trained to know that when the lock-down sirens went off, signals were sent to other facilities notifying them of an attack. Troops would be coming soon to search for survivors and collect the dead. The government had invested too much money in Project Manticore to just let everyone escape. Max was still Second-In-Command and it was her responsibility to keep her team safe. They couldn't afford to wait any longer. "Alright team, pack up. It's time to move out and go to ground."

One-by-one the soldiers stood, they shouldered their packs and their weapons, took one last look at the place that had been their home and then they walked away. Max was the last to go. _Goodbye, Zack! I fought them for you, just like you asked. Goodbye, Alec! I love you too!_


	21. Epilogue

**Epilogue: Going Home**

The remaining members of Unit 7 didn't stay together for long after the escape. As the team left the rendezvous point Max thought hard about whether or not they should all stay together. On the one hand, she didn't want to split everyone up like Zack had done all those years before. If she did, they might never find each other again. But on the other hand, the powers that be, the ones that were financially supporting Manticore, were not likely to just let millions and millions of dollars worth of genetic research just up and walk away. Seven transgenics in one place was a lot harder to hide than one or two or even three. In the end though, it wasn't up to her. Everyone made their own decision.

It wasn't that they didn't like each other; on the contrary, they were a family. It's just that they all had different priorities for their new lives, different interests, and different places they wanted to go. For example, Paige had always dreamed of living in New York City so when the team passed within a few hundred miles of there, she bid them a tearful farewell and headed off. Meeks and Cale found a new home in a little town near Bismarck, North Dakota. It was small and quiet and Meeks found a great job at the local hospital. Biggs was an adrenaline junky. He craved adventure, but he had made a promise to Alec that he'd keep Max safe and he was determined to keep that promise. He accompanied Max and Brin to Canada and stayed with them for a while to make sure that everything was alright. Within a few months though, he was beginning to go stir crazy from all the peace and quiet and he had to move on. Brin went with him. The last thing Max heard from them, they were living the high-life in Las Vegas. Max missed everyone terribly, but for most of them this was their first taste of real freedom and she would never have stood in their way. Besides, it wasn't like she has lost them forever; they still kept in touch by phone or letters and if anyone one of them ever needed the others, they would all be there in a heartbeat.

In Canada, Max chose to move into an old farm that Zack had bought years before when he was still their C.O. Max laughed when she remembered how many times Zack tried to convince her to move up there with him to escape Manticore. How ironic that it took the defeat of Manticore to actually get her there. Anyway, all her siblings knew where the farm was and they'd stop by once or twice in a blue moon to visit for a bit.

And there was Zack…About three months after the escape Zack showed up at the farm. Everyone had assumed that he and Alec died in the final explosion, but it wasn't so. When the labs fell, Zack and Alec were caught in the debre. Zack received a large gash on the back of his head and was knocked unconscious for several days. When he came to, he found Alec pinned under a large beam and near death. One of Alec's legs was severely broken, possibly shattered. Zack tried to free him, but the strain was too much. Both boys passed out again, one from blood loss and the other from pain. When Zack came to a second time, Alec was gone. Zack told Max that he searched the grounds for hours, but all he found were tire tracks from some large military vehicles. Based on that he assumed that Alec had been recaptured, and since he was in too bad a condition to follow their trail he decided to head to Canada to regroup. Max was overjoyed to see him and insisted that Zack stay with her at the farm. Together they tried over and over again to find some trace of Alec, but to no avail.

Five years later, the unthinkable happened, Zack died. His death was totally unexpected. The best explanation Meeks could come up with after the autopsy was that one or more of Zack's artificial organs just quit working overnight. He died peacefully in his sleep and Max and her siblings buried him there on the farm.

Shortly thereafter, Max left Canada. She traveled around the US for a while trying to clear her head and decide where to go next. One thing was certain, she couldn't bear to stay in Canada. The loss of Alec and then Zack was just too much. Max was visiting Tinga's son and husband in Cincinatti when she saw something on the news that changed everything.

A newscast from Seattle was being broadcast across the country. Rumors about transgenic freaks on the loose in Seattle had people panicked. Riots began to break out everywhere as vigilantes took it upon themselves to rid the world of mutants. There were pictures on the news of Joshua, the canine man who befriended Max in the basement of Manticore, along with accusations of murder. Mobs were chasing all of the transgenics into Terminal City. And as is that weren't enough, at the forefront of it all trying to run interference between the police, the citizens of Seattle, and the freaks was someone Max thought she'd never see again…Alec.

Max stood at the top of the Space Needle and looked out over the city of Seattle. It had been five years since the final destruction of Manticore…Five years since she had seen Alec.

"Mommy, we're cold." "…And sleepy." A little boy and girl about five and a half years old stepped out of the shadows and walked towards the edge of the roof. Zachary Alec and Eva Alexis were born on Zack's farm in Canada about six months after the escape. They had their mother's dark hair, their daddy's mischievous eyes and they had been Uncle Zack's pride and joy. For the longest time Max thought they were all she had left of Alec, but that was about to change…

Max smiled down at her children as she took their hands. "Alright, my loves. Let's go."

The twins cherubic faces looked up at her expectantly, "Where are we going, Mommy?"

"Home, babies. We're going home." Max looked out at the Seattle skyline again, this time peering off towards Terminal City, towards Alec. _Home is where the heart is_, Max thought, so _I guess that makes Terminal City, home._


	22. Epilogue, Part 2

**Per your request: Epilogue, Part 2**

It was almost morning by the time Max and her children reached the gates of Terminal City. There wasn't much of a crowd at this hour, just a few sector police making their rounds. Max, Zachary and Eva stood in the shadows of a nearby building while Max timed the guards. There was a gap of approximately two minutes between police rounds. If they were quick that should be plenty of time for them to make it past the fence. The kids were still too little to jump the fence themselves so Max would have to carry them over one at a time. She knelt down until she was eye level with them.

"Babies, I need you to listen to me very carefully ok. To get in, Mommy is going to have to jump over the fence. Now I can only take you one at a time so Eva, in a minute I want you to climb on Mommy's back and hold on really, really tight, alright? Zachary, Mommy's going to jump over the fence with Eva and then find a place to hide her so I can come back and get you. In the meantime, I need you to find a place to hide and be very quiet, ok? Do you remember when Uncle Zack taught you to play hide and go seek?" The little boy nodded. "Well there are a lot of bad people out here that are trying to find us so you have to hide really well. Don't come out until Mommy gets back. Do you understand?"

The little boy nodded again and scampered off to hide. Max watched for a moment to make sure he was well hidden, then she turned back to her daughter. "Ok, Eva. Climb on my back and hold on good. When we get across the fence it will be your turn to play hide and seek." The little girl climbed on Max's back and wrapped her arms around her mother's neck. As soon as the next sector cop passed, Max took a running start and then jumped over the fence. Her landing wasn't very smooth because of her passenger, but Eva held on. Max quickly got to her feet and the two moved into the shadows. Once they were out of sight, Max set her daughter down and the little girl went to hide behind some old metal crates. Checking her watch, Max saw that the next sector cop was about to make his rounds so she prepared to jump. After he passed, she jumped the fence again and went to collect her son. "Zachary", Max whispered. Zachary slipped out of the shadows and moved to his mother's side without making a sound.

"Did I do good, Mommy?" he asked as he climbed on her back.

"Yes, son. You did good. Uncle Zack would be very proud." Zachary beamed at his mother's praise. "Ok, mommy. I'm ready." The little boy held tight and Max took another running start. This time when she landed she found herself surrounding by several transgenic holding guns. Max set her son down and took his hand so he wouldn't be frightened. Standing up slowly, Max looked around for Eva.

"Eva, come here honey." The little girl ran to her mother and took her other hand. Both children hid slightly behind their mother and peeked out at the strange figures in front of them.

One of the transgenics, a half man/half lizard named Mole, stepped forward. He was chewing on the end of an old cigar and holding an AK-47. "Who are you? State you name and designation and then tell me what the hell are you doing breaking into Terminal City?"

Max glared at him for daring to point a gun at her children. "My name is Max, X5-452, and I'm here to see Alec."

Mole blew smoke in her face. "Alec's not here. Guess you'll just have to go home and try back later."

Zachary and Eva began to cry quietly. They'd both been so brave all night, but it was way past their bedtime and they were getting tired. Max needed to find a place for them to sleep, and Mole's arrogance was beginning to piss her off. Letting go of her children's hands, she blurred over and snatched the gun from Mole's hands. Pressing the end of it against his chest, Max began to speak quietly. "You listen to me, my kids and I have come a long way to see Alec and we're not leaving until I speak with him. Now we're tired and hungry and I need a place for my babies to sleep so why don't you be a good little soldier and go find your SIC. Maybe he or she can help me."

Mole grinned, unintimidated and motioned for the other transgenics to lower their weapons. "At the moment, I am the SIC and you're lucky I like you, girlie!" He turned to one of the other transgenics "Dix, escort 452 and her brats to headquarters. Stick them in an empty interrogation room for the moment." The transgenic nodded and motioned for Max and her children to follow him. Once they were out of sight and hearing range, Mole got on his walkie-talkie. "Hey Biggs, we caught the intruder. It was another X5."

"Man, they just keep coming, don't they? If this keeps up much longer we're going to run out of living space, not to mention supplies. So where's the intruder now?" Biggs was headed back into Terminal City. He and Alec had been out on a supply run, but Biggs returned early when they heard about the intruder.

"We're holding her in one of the interrogation rooms for the moment. She wants to see Alec, says she won't leave until she does."

"They all want to see Alec. Ever since that newscast he's become the world's most popular transgenic. We don't usually let them wait in interrogation for him, though. What's so different about this one? Is she hot?"

Mole chuckled, "She's not bad, for an X-series that is, and she's feisty. She held me at gunpoint, told me to be a good little soldier and go find my SIC."

Biggs laughed out loud, "She got your gun away from you! Now that I would like to have seen. Sounds like my kind of woman."

"Take it easy, pretty boy! This one's got a couple of rug-rats tagging along."

"She's got kids? Hey Mole, you didn't happen to get her designation did you?" Biggs began to walk faster. He had a pretty good idea who this woman was.

"What kind of soldier would I be if I hadn't? Her designation is 452, but she goes by the name Max. Why? You know her."

"Yeah, I know her. She was my SIC and she's Alec's mate. Listen buddy, see if you can find Alec and stall him. I need to speak with Max for a few minutes."

"Will do. Oh and Pretty Boy, if you tell anyone that a woman got the best of me, I will personally hunt you down and kill you."

Biggs laughed again and then double-timed it back to headquarters.

Max, Zachary and Eva waited in the interrogation room. Actually to be more correct, Max waited, and paced. The kids were fast asleep. Max stopped her pacing for a moment to watch them. They looked so peaceful when they slept, so much like their father. Thinking about Alec set Max to pacing again. What was she going to say to him after all this time. "Hi honey, I'm home, and by the way these are your children" just didn't seem appropriate.

Max was deep in thought when the door opened. She looked up hoping it would be Alec, but it wasn't.

"Hello Max, good to see you again." Biggs said, pulling her in for a hug.

"Biggs, what are you doing here? I thought you and Brin were living in Vegas?" Max was happy to see her friend, but she was a little confused too.

"We are, I mean were. Well, she's in Vegas and I'm here so I guess it's both. When I heard about the transgenic problems in Seattle I came up to try and help. That's when I ran into Alec. I tried to call you but the operator said the number was disconnected. What happened Max?" Biggs and Max sat down at the table to talk.

"Zack died. It was very sudden and I just couldn't bear to stay there anymore so the kids and I started traveling. We visited a lot of the family and we were going to go to Vegas to see you and Brin, but then I saw the news cast about Joshua and there was Alec too, and I had to come here instead." Max leaned forward eagerly. "How is he, Biggs? Is he ok? Does he remember me? Does he know about Zachary and Eva? Where is he now?..."

"Whoa, Max, slow down. One question at a time. Alec is good. He had it rough for a while, some guy named Ames White and a group of cultists called Familiars captured him after we took down Manticore. They were pretty brutal to him. I can't tell you more than that cuz I don't know everything they did to him, it's his story to tell. I just know he was pretty shaken up for a while. Next question, does he remember you? Well that's a dumb question. You were his mate, of course he remembers you. He thought we were all dead until I showed up, I told him you were ok and that I would try to get a hold of you somehow. I didn't tell him about the kids though, I thought you'd want to do that yourself." Max nodded gratefully. "Listen Max, Alec won't be back for a while; he's out on a supply run. In the meantime, would you like me to find you someplace more comfortable to wait, maybe take you and the kids down to the mess hall to get something to eat?"

Max shook her head. "I am hungry and I know the kids are starving, but I think I'd rather wait here until Alec gets back. Thank you anyway."

Biggs squeezed her hand and then stood up. "I understand, at least let me call over there and ask Joshua to bring something over. I know he'd love to see you again. He was very upset when he couldn't find you after the escape."

Max smiled as she remembered Joshua's kindness to her. "That would be wonderful. I'd love to see him. I still owe him a thank you for saving my life and an apology for leaving him behind."

Biggs opened the door and stepped out for a few minutes to speak with one of the other transgenics. When he returned he was accompanied by Joshua and he had a tray full of food for Max and her children.

"Little Fella, hi!" Joshua grabbed Max and pulled her into a big hug. It was hard for her to breathe for a few minutes, partly from all the emotions welling up inside of her and partly because Joshua was so strong.

When he let her go, Max said "Hey Big Fella! How ya' doing? I saw you on tv."

Joshua grew sad for a moment. "Annie, they said I killed Annie, but I didn't. She was my friend."

The sorrow on Joshua's face brought tears to Max's eyes again. _Poor Joshua! He's such a kind and loving guy, and yet he's always been treated so badly._ Max hugged her friend again. "Oh Joshua, I'm sorry about your friend. I know you didn't kill her and we'll get this straightened out somehow, I promise. I'll help you."

Joshua brightened up immediately, "Max is staying in Terminal City? Not leaving ever again?"

Max laughed at the eager look on his face "Well I don't know that I'd say ever, but I'll be here for a while." A sound behind her drew Max's attention back to her children. Zachary and Eva were sitting up. The smell of food must have awakened them and yet they sat quietly waiting for a sign from their mother. Max walked over and took their hands, leading them over to the table. "Zachary, Eva, this is one of mommy's friends. His name is Joshua. Can you say 'hello'?"

Zachary and Eva looked at Joshua for a moment and then said quietly "Hello". Zachary looked like he wanted to say more, but the smell of food drew his attention back to the table once again. "Mommy, may we eat please?" He asked politely.

Max smiled at him "Of course, sweetheart. Go ahead."

The children dug into the food with gusto and Joshua watched them fondly. "Little Fella has even littler fellas."

Max looked at her children with pride. "Yes, I do."

A noise from outside caught Max's attention. Listening carefully she was able to tell that several new people had entered headquarters. Among all the voices though there was one that stood out, Alec!

Max was torn between her motherly instincts to stay with her children and her desire to be reunited with her mate. Anguished she looked back and forth between the door and the table where Zachary and Eva sat. Joshua noted her indecision and placed a hand on her shoulder. "Little Fella go see Alec. Joshua will stay her, keep watch over littler fellas."

Max hugged him gratefully and dashed out the door. She slid to a halt just outside though. It had only been five years since she had last seen Alec, but he looked like he had aged ten. He was still devastatingly handsome, but his face was scarred and he walked with a slight limp. The twinkle had gone out of his eyes too.

Or had it?

Biggs was speaking quietly to Alec. Max assumed he was telling him about her arrival. Sure enough, about that time Alec looked up and saw Max. He paused for a moment as though he couldn't believe it was really her, and then he started walking towards her slowly. Much to her surprise, Max found herself walking towards him as well. They stopped in the middle of the room inches from each other. Alec reached up slowly to caress her face and Max leaned her cheek into his hand. "Is it really you?" Alec finally asked.

Max was too choked up to answer so she just nodded. Without saying another word, Alec took her hand and led Max up the stairs to his office. Closing the door behind them, they began to kiss, each one trying to convey the multitude of emotions that were running through them. There was a loud crash as Alec spun Max around and laid her on the desk, knocking a lamp off in the process. They came together almost frantically, renewing their bond and their love for each other.

An hour later Max and Alec sat in his office exhausted, but happy to be back together. Max had filled Alec in on most of what had happened during the escape and in the years following. She tearfully told him about Zack's return and about his death a few months before. She only thing she left out was the children. She had decided to surprise him with that when they had finished catching up. Max felt a little guilty for leaving her children alone for so long, but she knew they would be safe with Joshua and knowing them they were all the best of friends by now.

Taking Alec's hands in hers, Max leaned in for another sweet kiss and then asked "Alec, will you tell me what happened to you after the escape? Biggs told me a little bit, but I want to hear about it from you."

Alec's eyes grew dark as he thought back to his time at the hands of Ames White and his Familiars. He knew that Max deserved to know everything, but the memory was horrifying to recall. Taking a deep breath and repressing a shudder he began, "Zack and I were running for the exit as the building began to crumble around us. The last explosion caused a large chunk of the ceiling to fall in our path, blocking the exit. We tried to turn around but there was no place to go. I remember seeing the wall collapse on top of Zack and I tried to push him out of the way, but I wasn't fast enough. A large piece hit him on the head and then we were both buried. When I came to my leg was fractured. I tried to use some of the wall plaster to set the break, but the pain was too severe and I passed out again. I think I vaguely remember hearing Zack call my name at one point and I think he may have tried to pull me free, but I can't be sure."

Max nodded. "He did try, but the gash on his head and the blood loss he sustained caused him to pass out before he succeeded. He said you were gone by the time he came to again."

Alec smiled briefly and squeezed Max's hand, "Zack seemed like a good guy. I'm sorry I didn't get a chance to know him better." Clearing his throat a little he continued his story, "The next thing I remember clearly I was in the back of a military convoy. Someone had set my leg temporarily, but it never really healed right. I was handcuffed but the cuffs were too strong for me to break. There was only one other person in the back with me. A sadistic S.O.B. by the name of Ames White. He's a member of a group called the Familiars. They're strong and fast like us but they have a higher tolerance to pain than we do. They weren't created in a lab like we were either. Apparently they've existed for centuries and have cultivated what they consider to be the perfect humans through years of selective breeding. They consider us to be an abomination of nature and maybe we are, but we are nothing like them. These sickos kill the first two children out of every marriage because their legends say that only the third child will have the correct genetic traits. Then, as is that weren't twisted enough, they send their kids off to some special boarding school where they are forced to submit to some ritual involving poisonous snakes. Only the kids that survive the test are considered to be worthy of further training."

Max grew ill at the thought, "And here I thought Manticore was evil." She shuttered at the thought of her children being subjected to something like that. "So what did they want you for?"

Alec's voice grew even quieter and Max moved over to sit in his lap so she could comfort him. "They thought they could force me to capture other transgenics for them. When I refused they tortured me. It was worse than anything Manticore ever did, but I still refused. After everything we risked to free the transgenics, there was no way in hell I was handing anyone over to them. Then they started in with the psychological stuff. They almost broke me when they said that you and the others had been captured too. They told me horrible lies about the things they had done to you and they tried to tell me that you had given me and the others up to save yourself. That's when I knew they were lying. I still thought you were dead, but I knew it wasn't at their hands. At that point I figured my best chance was to go along with them, to pretend that they had broken me and to try to find a way to escape. Unfortunately for me, they were too smart for that. They put an explosive in my neck as a safeguard. If I tried to run, they'd hit the switch and blow my head off. I managed to fool them for a while. I found a few transgenics that were already dead and I cut off their barcodes as proof. In the meantime I was looking for someone who could deactivate the device. By chance I ran into one of Manticore's scientists. He was looking some fast cash to get out of town so I paid him $5,000 and he took care of it for me. Once I was free of the device I went to ground and stayed hidden until all of this started going down. Now that I'm out in the open again they'll probably come looking for me. That means if you stay here you'll be in danger too, Max."

Max smacked him lightly on the shoulder, "What do you mean, if I stay here? You're not getting rid of me that easily." She softened her tone a little bit and shifted so that she could look him directly in the eyes. "I'm here Alec, and I'm not leaving again, not without you. I love you; you are my mate!"

"I love you too, Max!" Alec kissed her, softly at first but then it deepened.

A knock at the door interrupted them and Max jumped up. "Come in!" Alec called.

Biggs stuck his head in and grinned at their still slightly dishelved appearance. "Well, well, looks like ya'll have been busy catching up." Max jokingly stuck her tongue out at him. "Max, I'm sorry to have interrupted, but Joshua had to go back to the mess hall and Zachary and Eva are looking for you."

Max nodded, "Of course, how thoughtless of me, I should have come to get them long ago. Could you bring them up, Biggs?"

Biggs nodded back and closed the door again.

"Who's Zachary and Eva? Alec asked curiously.

Turning back to Alec, Max took a deep breath. "Alec, there's something I haven't told you yet. Zachary and Eva are my children."

Alec blinked, "You have children? How old are they?"

"Almost 5 ½. They were born on Zack's farm in Canada," Max paused waiting for this to sink in. She knew this was going to come as a shock to Alec, but she really wasn't prepared for the response that she got.

"Five and a half, huh? Boy, you and Zack didn't waste any time did you?" Alec's voice got loud in anger.

Max sputtered, unable to believe what she was hearing. _How could Alec possibly think that Zachary and Eva were Zack's kids? Didn't he know her at all?_ Max was about to respond to the allegations when another knock announced Biggs arrival. Opening the door, Max ushered her children inside and thanked Biggs. Max knelt down between the little boy and girl. "Alec, I'd like you to meet my children, Zachary Alec and Eva Alexis." With a sweet smile Max continued, "Zachary, Eva, this is your daddy."

Zachary looked at Alec for a moment and then stepped forward . He held out his hand "It's an honor to meet you, Sir. Mommy and Uncle Zack told us all about you."

Alec looked at the little boy in front of him and then looked at Max in astonishment. "They're really ours?"

Max smiled, "Remember the first time we were together? I was in heat. Turns out I was three months pregnant when we escaped from Manticore. Zack and Meeks helped me deliver them. Their first names are in honor of my brother and sister who sacrificed themselves for me, and their middle names are both in honor of you, their father."

Alec dropped to his knees beside his son, taking the little boy's hand he shook it solemnly. He tried to speak, but he was too choked up. Gathering the little boy and girl into his arms, the tears ran down Alec's face. He picked both of the children up and looked at Max with wonder on his face.

Max walked towards them and embraced her family, tears of happiness running down her face too. They were finally home, and they were a family!

THE END

(for real this time)


End file.
